United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
[ X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-7784
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
CENTURYTEL, INC.
100 CENTURY PARK DRIVE
MONROE, LA 71203
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Independent Auditors' Report
The Board of Directors
CenturyTel, Inc.:
We have audited the accompanying statements of assets available for benefits of
Century Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit
Employees and Trust as of December 31, 1999 and 1998, and the related statement
of changes in assets available for benefits for the year ended December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of Century Telephone
Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and
Trust as of December 31, 1999 and 1998, and the changes in assets available for
benefits for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG LLP
/s/ KPMG LLP
Shreveport, Louisiana
June 27, 2000
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST
Statements of Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C><C> <C>
PLAN ASSETS
Investments, at fair value $ 9,696,684 8,371,864
Cash 440 50,932
Contributions receivable - employer 16,876 47,393
Contributions receivable - participants - 31,854
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ASSETS AVAILABLE FOR BENEFITS $ 9,714,000 8,502,043
==============================================================================
</TABLE>
See accompanying notes to financial statements.
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST
Statement of Changes in Assets Available for Benefits
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
<S> <C><C>
Additions to assets:
Investment income
Net appreciation in fair value of investments:
Mutual funds $ 241,098
Common stocks 320,353
Dividend and other income 416,273
Interest income 39,622
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Net investment income 1,017,346
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Contributions:
Participants 422,553
Company 189,285
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Total contributions 611,838
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Total additions 1,629,184
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Deductions from assets:
Participant withdrawals 416,137
Other, net 1,090
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Total deductions 417,227
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Net increase 1,211,957
Assets available for benefits:
Beginning of year 8,502,043
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End of year $ 9,714,000
=============================================================================
</TABLE>
See accompanying notes to financial statements.
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING
UNIT EMPLOYEES AND TRUST
Notes to Financial Statements
December 31, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN
Basis of Presentation
The Century Telephone Enterprises, Inc. Retirement Savings Plan for
Bargaining Unit Employees and Trust (the Plan) was established on April 1,
1992. The accompanying financial statements of the Plan have been prepared
on the accrual basis of accounting and present the assets available for
benefits and changes in assets available for benefits. The Plan has made
estimates in preparing the accompanying financial statements in accordance
with generally accepted accounting principles. Actual results could differ
from those estimates.
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999 with earlier
application encouraged. The Plan adopted SOP 99-3 during the Plan year
ending December 31, 1999. Accordingly, information previously required to
be disclosed about participant-directed fund investment program is not
presented in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the current
year's presentation.
The assets of the Plan are invested by the Trustee in various investment
programs (funds) which are described in Note 2.
The following description of the Plan provides only general information.
Participants should refer to the Plan Document for a more complete
description of the Plan's provisions.
Participation
Participation in the Plan is available to each employee whose compensation
and conditions of employment are covered by a collective bargaining
agreement between the Communications Workers of America, Local 4370 and
CenturyTel of Ohio, Inc. The Plan sponsor is CenturyTel, Inc. (the
Company).
In order to participate in the Plan, an employee must execute a Salary
Deferral Agreement with the Company. In the Salary Deferral Agreement, an
employee agrees to a deferral of between one percent and ten percent of
his base pay on a pre-tax basis, or between one percent and sixteen
percent of his base pay on an after-tax basis. An employee may elect a
deferral of his base pay using a combination of pre-tax and after-tax
elections provided the total deferral does not exceed sixteen percent and
the before-tax deferral does not exceed ten percent. The amount of
compensation deferred by each participant is credited to a pre-tax account
and/or an after-tax account (Participant Contribution Accounts) maintained
for each participant by the Trustee.
As of the end of each payroll period, the Company contributes to an
account (Employer Match Contribution Account) for each participant a
contribution equal to 50% of each such participant's contribution during
such payroll period, however, this matching contribution applies only to
the first 6% of such participant's base compensation contributed to the
Plan by the employee.
The Company may make additional match contributions to participants'
accounts (Additional Match Contribution Account) in an amount determined
by the Company.
During 1999 the Company contributed $189,285 to the Plan, of which
$172,409 related to contributions made to the Employer Contribution
Account and $16,876 related to contributions made to the Additional Match
Contribution Account.
An employee is permitted to transfer to the Plan as a contribution his
interest in another plan qualified under Section 401(k) of the Internal
Revenue Code, as amended (the Code). Such contribution must qualify as a
"rollover" amount described in Section 402(a)(5) of the Code, or a
"rollover" contribution described in Section 408(d)(3) of the Code. Such a
rollover will be credited to a rollover account on behalf of the
participant (the Participant Rollover Account).
The interest of a participant in his Participant Contribution Account and
his Participant Rollover Account is fully vested and non-forfeitable at
all times.
The interest of a participant in his Employer Match Contribution Account
and Additional Match Contribution Account becomes fully vested after five
years of service. A participant with less than five years of service has
no vested interest in these accounts.
Reports to Participants
Participants are furnished with quarterly statements which set forth the
status of their accounts in the Plan.
Forfeitures
A participant's non-vested account balances shall be forfeited as of the
date upon which the participant's employment has terminated with the
Company. Forfeiture amounts shall be utilized to reduce Company
contributions or may be added to additional match contributions as
directed by the administrator.
Distributions
If the employment of a participant with the employer ceases because of
death, retirement, disability, termination of employment or for any other
reason, the participant's vested interest in the Plan may be distributed
to him or to his beneficiary in a lump sum. If the participant dies
without designating a beneficiary, his beneficiary shall be, in the order
listed, (i) his spouse, (ii) his children, or (iii) his estate.
Withdrawals
A participant who is an employee may make two withdrawals within any
twelve month period from his after-tax investment account and may withdraw
the entire balance.
A participant who is an employee and over age 59 1/2 may make one
withdrawal from his vested investment accounts prior to normal
distribution requirements being met. Any additional withdrawals may be
made from a Participant Contribution Account or a Participant Rollover
Account only as a result of financial hardship related to unreimbursable
educational expenses, medical expenses which are not reimbursable by
insurance, the need to pay for the funeral expenses of a family member,
the prevention of eviction or foreclosure from the Participant's principal
residence, or for the purchase of the employee's principal residence. The
determination of the existence of a financial hardship and the amount
required to be distributed to meet the need created by the hardship shall
be made uniformly and without discrimination at the sole discretion of the
Plan Administrator.
Loans to Participants
The Plan has a provision whereby a participant can borrow from his
Participant Contribution Account or Participant Rollover Account. The
maximum loan is 50% of the vested account balance, up to $50,000. The
loans are repaid through payroll deductions and the interest rate is the
prime rate published in the Wall Street Journal plus 3%. The loan
repayment period may not exceed five years except for loans for the
purchase of the Participant's principal residence which may be for any
period not to exceed ten years.
Trustee
The Trustee of the Plan, as of December 31, 1999, was Merrill Lynch Trust
Company, FSB (Merrill Lynch). The Board of Directors of the Company may
remove the Trustee and appoint a successor trustee. The Company and the
Trustee have entered into a Trust Agreement which provides for the
establishment of a Trust for the purpose of holding and investing the
contributions to the Trust pursuant to the provisions of the Plan.
Administration
The Company has appointed a committee to administer the Plan. The
individuals who administer the Plan serve at the discretion of the Board
of Directors of the Company and may be removed by the Board of Directors
at any time. The administrative costs of the Plan are paid by the Company.
Market Value Determination
Investments in CenturyTel, Inc. Common Stock (CenturyTel Common Stock) are
valued at the closing market quote on December 31, 1999 and 1998,
respectively. Other investments in the funds, which consist of units of
mutual funds, are valued by the Trustee based on the market value at
year-end of the underlying assets of each fund. Loans to participants are
valued at principal amount outstanding which approximates market value.
Plan Termination
Although it has not expressed any intention to do so, the Company has the
right under the Plan to change, suspend or terminate the Plan at any time,
subject to the provisions set forth in the Employee Retirement Income
Security Act of 1974. The Company, however, is required to maintain the
Plan under the terms of the labor agreement.
(2) DESCRIPTION OF THE FUNDS
The following is a description of each of the funds available to Plan
participants:
(a) S & P 500 Stock Fund - consists primarily of investments in the same
stocks and in substantially the same percentages as the S & P 500
Index ($4,261,971 and $3,451,872 at December 31, 1999 and 1998,
respectively).
(b) CenturyTel Common Stock Fund - consists primarily of shares of
CenturyTel Common Stock ($4,206,375 and $3,723,575 at December 31,
1999 and 1998, respectively).
(c) Bond Index Fund - consists primarily of investments in government and
corporate bonds ($330,425 and $363,594 at December 31, 1999 and 1998,
respectively).
(d) Loan Fund - represents loans to participants from the participants'
investment accounts ($357,246 and $330,058 at December 31, 1999 and
1998, respectively).
(e) Retirement Reserves Money Fund - consists primarily of investments in
various money market instruments ($540,667 at December 31, 1999).
A participant may instruct that all contributions to his accounts be
allocated among the various funds. A participant may change his investment
allocation instructions at any time, however, the participant can only
change his contribution percentage on a quarterly basis.
(3) INCOME TAXES
The Plan and related trust meet the necessary requirements of Internal
Revenue Code Section 401(a) and, accordingly, the trust underlying the
Plan is exempt from income taxation pursuant to Internal Revenue Code
Section 501(a). A favorable determination letter was received in October
1995 related to the Plan. The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable provisions of the Internal Revenue Code.
(4) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch or Barclays Global Fund Advisors (Barclays). Merrill Lynch is the
Trustee as defined by the Plan. Therefore, Barclays and Merrill Lynch
qualify as parties-in-interest. Fees paid by the Company to Merrill Lynch
for trustee, record keeping and other services amounted to $12,815 for the
year ended December 31, 1999.
(5) CONCENTRATION OF INVESTMENTS
As of December 31, 1999 and 1998, 43.3% and 43.8%, respectively of the
assets available for benefits were invested in CenturyTel Common Stock.
Substantially all of the remaining assets available for benefits were
invested in mutual funds managed by Merrill Lynch and Barclays.
(6) SUBSEQUENT EVENTS (UNAUDITED)
Subsequent to December 31,1999, the Company entered into an agreement with
T. Rowe Price Associates, Inc. to replace Merrill Lynch as Trustee of the
Plan effective September 1, 2000.
Effective July 9, 2000, the Company increased its matching contribution to
55% of each participant's contribution during a payroll; however, this
matching contribution applies only to the first 6% of such participant's
base compensation contributed to the Plan by the employee. Additionally,
effective July 9, 2000, the additional match provision of the Plan was
eliminated.
Schedule I
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING
UNIT EMPLOYEES AND TRUST
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Current
Identity of issuer, borrower, Description Current Value Per
lessor or similar party of Investment Value Unit/Share
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment in CenturyTel Common Stock 86,444 units/ 48.660
88,789 shares $ 4,206,375 (Note 1) 47.375
Loan Fund (interest rates ranged
from 9% to 12%) 357,246 units 357,246 -
Merrill Lynch
Money Market Account 440 units 440 1.00
Investments in Mutual Funds for Qualified
Employee Benefit Plans Managed by
Barclays:
S & P 500 Stock Fund 157,676 units 4,261,971 (Note 1) 27.03
Bond Index Fund 36,112 units 330,425 9.15
Investments in Mutual Funds for Qualified
Employee Benefit Plans Managed by
Merrill Lynch:
Retirement Reserves Money Fund 540,667 units 540,667 (Note 1) 1.00
--------------------------------------------------------------------------------------------
$ 9,697,124
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</TABLE>
The above data is based on information which has been certified as accurate and
complete by the trustee, Merrill Lynch. Barclays and Merrill Lynch are
considered parties-in-interest. Additionally, CenturyTel, Inc., as sponsor of
the Plan, is considered a party-in-interest.
Note (1) These investments are greater than 5% of assets available for benefits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
Century Telephone Enterprises, Inc.
Retirement Savings Plan For Bargaining
Unit Employees and Trust
/s/ R. Stewart Ewing, Jr.
July 12, 2000 __________________________________
R. Stewart Ewing, Jr.
Retirement Committee Member
and Executive Officer of
Issuer of Plan Securities
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT
EMPLOYEES AND TRUST
Index to Exhibit
Exhibit
Number
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23.1 Independent Auditors' Consent
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