SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 10, 1994
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
100 Century Park Drive, Monroe, Louisiana 71203
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code(318) 388-9500
Item 2. Acquisition or Disposition of Assets.
On February 10, 1994 Century Telephone Enterprises, Inc. ("Century"),
under the terms of a definitive merger agreement entered into on October
8, 1993 (the "Merger Agreement"), acquired all of the capital stock of
Celutel, Inc. ("Celutel") in exchange for approximately $51,400,000 cash
and approximately 1,900,000 shares of Century's common stock. The cash
portion of the purchase price is subject to a post-closing adjustment,
the results of which are not anticipated to be material. Under the
terms of the Merger Agreement, Century officers have been named as the
officers and directors of Celutel and its operating subsidiaries.
In connection with the acquisition, Century refinanced approximately
$41,700,000 of Celutel's debt. Century funded this refinancing and the
cash portion of the purchase price through a bridge term loan from
NationsBank of Texas, N.A. It is currently anticipated that the bridge
term loan will be repaid prior to September 30, 1994 with proceeds from
the issuance of long-term debt. Although the terms and conditions of
this debt have not yet been determined, Century anticipates issuing
unsecured senior debt. The acquisition was accounted for as a purchase
and approximately $138,000,000 of cost in excess of net assets acquired
was recorded as a result of the acquisition.
Celutel is a telecommunications company that provides cellular service
in five metropolitan statistical areas in Mississippi and Texas.
Celutel presently serves areas having an aggregate population of
approximately 1.4 million and controls approximately 1.1 million pops.
Item 7. Financial Statements and Exhibits.
Financial statements of Celutel, Inc.
Report of Independent Accountants
Consolidated Balance Sheets as of October 31, 1993 (unaudited),
April 30, 1993 and April 30, 1992.
Consolidated Statements of Operations for the six months ended
October 31, 1993 and 1992 (unaudited) and for the years ended
April 30, 1993, 1992 and 1991.
Consolidated Statements of Changes in Shareholders' Deficit for
the six months ended October 31, 1993 (unaudited) and for the
years ended April 30, 1993, 1992 and 1991.
Consolidated Statements of Cash Flows for the six months ended
October 31, 1993 and 1992 (unaudited) and for the years ended
April 30, 1993, 1992 and 1991.
Notes to Consolidated Financial Statements
The consolidated financial statements of Celutel, Inc. and Subsidiaries
required by this item (as listed above) except for the Consolidated
Statement of Changes in Shareholders' Deficit for the six months ended
October 31, 1993 which is included elsewhere herein, along with the
accountants' report applicable thereto, have been previously filed in
Century's Current Reports on Form 8-K dated October 8, 1993 and January
13, 1994, and are omitted herefrom in reliance upon General Instruction
B.3. of this Form.
CELUTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' DEFICIT (unaudited)
For the Six Months Ended October 31, 1993
Common stock
----------------- Paid in Accumulated
Shares Amount Capital Deficit Total
---------------------------------------------------------
Balance 4/30/93 3,516,188 $703,238 $ - $(41,343,084) $(40,639,846)
Preferred stock dividend
requirement and amortization
of warrants and issuance costs - - - (4,051,984) (4,051,984)
Rounding 8 8
Net loss - - - (358,642) (358,642)
---------------------------------------------------------
Balance 10/31/93 3,516,188 $703,238 $ - $(45,753,702) $(45,050,464)
=========================================================
Pro forma financial information
Pro forma balance sheet as of September 30, 1993.
Pro forma statement of operations for the nine months ended
September 30, 1993.
Pro forma statement of operations for the year ended December 31,
1992.
Notes to pro forma financial information.
Substantially the same pro forma financial information required by this
item (as listed above) has been previously reported in Century's
Registration Statement No. 33-50791 on Form S-4 declared effective on
January 10, 1994, and is omitted herefrom in reliance upon General
Instruction B.3. of this Form. Updating Century's assumptions relating
to the anticipated merger consideration to reflect the actual amounts
paid would not materially change the pro forma information regarding
Century's financial condition or results of operations set forth in such
previously-reported pro forma financial information.
Exhibits
2. Agreement and Plan of Merger (the "Merger Agreement")
dated as of October 8, 1993, by and among Century Telephone
Enterprises, Inc., Celutel, Inc., Celutel Acquisition Corp.
and the Principal Stockholders of Celutel, Inc., as amended
by Amendment No. 1 thereto dated as of January 5, 1994. The
Merger Agreement and Amendment No. 1 were included as
Appendix I to Registration Statement No. 33-50791 filed on
January 12, 1994 pursuant to Rule 424(b)(5), and are omitted
herefrom in reliance upon General Instruction B.3. of this
Form.
4. Certain documents relating to the Registrant's bridge
term loan discussed herein have been omitted pursuant to
Regulation S-K, Item 601(b)(4). Registrant hereby agrees to
furnish copies of such documents to the Commission upon
request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
Date: February 24, 1994 By: /s/ Murray H. Greer
Murray H. Greer
Controller