UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 11, 1997
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State or other (Commission file (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
100 Century Park Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (318)388-9500
Item 5. Other Events
The following press release was issued by Century Telephone Enterprises,
Inc. on April 11, 1997:
CENTURY TELEPHONE ENTERPRISES, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
April 11, 1997 Media - Patricia Cameron
(318) 388-9674
pcameron@iamerica.net
Investors - Jeffrey S. Glover
(318) 388-9648
jglover@iamerica.net
CENTURY SIGNS LETTER OF INTENT TO ACQUIRE CELLULAR PROPERTIES/PCS LICENSES;
SIGNIFICANTLY EXPANDS MIDWEST WIRELESS CLUSTER
Monroe, LA. . . . Century Telephone Enterprises, Inc. (NYSE Symbol: CTL)
today signed a letter of intent with Pacific Telecom, Inc. (PTI) whereby Century
will acquire ownership of approximately 1.7 million cellular pops (the portion
of the population of the service areas based on ownership interest) primarily in
Wisconsin and Michigan, and approximately three million PCS (personal
communications services) pops primarily in Wisconsin, Michigan and Minnesota.
PTI will receive from Century $164.4 million in cash and more than 18,000
telephone access lines in Arizona, Colorado, Idaho and New Mexico. Assuming a
July 1, 1997 closing, Century expects earnings per share dilution of
approximately $.03 to $.05 in the second half of 1997 and expects the
acquisition to contribute to earnings by 1999. The dilution will result
primarily from the amortization of goodwill.
Consummation of the transaction is subject to (i) the execution of a
definitive agreement approved by both parties' boards, (ii) the satisfactory
completion of negotiations concerning the existence, if any, of rights of first
refusal regarding the transaction, (iii) receipt by PTI of a favorable tax
ruling, (iv) receipt of various regulatory approvals, (v) the satisfactory
completion of due diligence and (vi) other customary closing conditions. Century
anticipates completing the transaction in the third quarter of 1997.
"The acquisition of these wireless markets is Century's largest acquisition
to date and a major step in the execution of our geographic clustering and
service bundling strategies," Glen F. Post, III, Century's President and Chief
Executive Officer, said. "These are strategic markets which add significant
value to our existing properties in the Midwest; the price is attractive; and
the transaction provides Century additional markets in which to provide
wireless, long distance, Internet and other communications services."
CELLULAR OWNERSHIP
Upon completion of the transaction, Century expects to gain nearly 1.7
million cellular pops, increasing its cellular ownership by 21 percent to almost
9.7 million pops. Century will operate eight additional cellular markets serving
more than 90,000 cellular subscribers as a result of the transaction.
The operated cellular markets in Wisconsin include Appleton/Oshkosh/Neenah,
Eau Claire, and rural service areas (RSAs) #1, #2, #6 and #7. Century will also
acquire and operate Michigan RSAs #1 and #2. Minority cellular ownership
interests to be acquired include more than 335,000 pops in Milwaukee and
approximately 323,000 pops in other markets in Wisconsin, Oregon, South Dakota
and Washington.
PCS LICENSES
The PCS licenses for 10 Mhz of spectrum encompass approximately three
million pops, including six Michigan Basic Trading Areas (BTAs), 11 Wisconsin
BTAs, three Minnesota BTAs and one Iowa BTA. This represents an 80 percent
increase in Century's PCS ownership to more than 7.1 million pops.
SUMMARY
"Although we are exchanging some of our western telephone properties, they
are in states where Century has no significant wireless presence and fewer
bundling opportunities," Post said. "These cellular properties will increase the
size of our Midwest cellular operations by more than 40 percent. We are focused
on strengthening Century's market position and enhancing our ability to offer a
full array of communications services in all of our markets."
Century currently operates cellular markets which served more than 400,000
customers as of December 31, 1996 in six states, including Wisconsin and
Michigan. Century also owns PCS licenses in Michigan and Mississippi.
Pacific Telecom, Inc. (PTI), a wholly owned subsidiary of PacifiCorp (NYSE:
Symbol PPW), provides telecommunications services to rural and suburban
customers in ten Western and Midwestern states and Alaska. Upon completion of
all pending transactions, PTI will provide service to approximately 660,000
access lines, making PTI the 15th largest local exchange telephone company,
based on access lines in the United States.
Century Telephone Enterprises, Inc. provides a range of communications
services including local exchange, wireless, long distance and Internet access
to more than one million customers in 14 states. The company, headquartered in
Monroe, Louisiana, is publicly traded on the New York Stock Exchange under the
symbol CTL. Century is the 16th largest local exchange telephone company, based
on access lines, and the 12th largest cellular company, based on population
equivalents owned, in the United States.
Visit Century's corporate website at www.centurytel.com. ###
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Murray H. Greer
---------------------
Murray H. Greer
Controller
Date: April 15, 1997