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) June 11, 1997
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State of (Commission file (IRS Employer
incorporation) number) Identification No.)
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 - Execution of agreement to purchase Pacific
Telecom, Inc.
Century Telephone Enterprises, Inc. ("Century") has agreed to purchase
from PacifiCorp Holdings, Inc. ("PHI") all of the stock of Pacific Telecom, Inc.
("PTI") in exchange for $1.523 billion cash in accordance with a Stock Purchase
Agreement dated as of June 11, 1997 by and among PHI, PTI, Century and Century
Cellunet, Inc. (the "Agreement"). The consideration to be paid to PHI was
determined through arm's length negotiations between Century and PHI. Century
has obtained a commitment from NationsBank, N.A. to fund the purchase price
through a five-year $1.6 billion credit facility.
PTI and its operating subsidiaries provide local exchange telephone
service to approximately 570,000 access lines in 12 states (excluding the
pending acquisition of 70,000 access lines) and cellular telephone service to
approximately 96,000 subscribers in three states. PTI also owns certain other
wireless and cable television assets, and operates the eastern portion of a
trans-Pacific fiber optic cable.
Consummation of the acquisition is subject to (i) the receipt of approvals
from public service commissions in several states, (ii) the receipt of approval
from the Federal Communications Commission, (iii) the filing of notification
reports under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iv)
certain other customary closing conditions. Century currently anticipates that
the transaction will be consummated during the first quarter of 1998. Under the
Agreement, the purchase price will be reduced $166,667 per day for every day
that the closing precedes March 31, 1998. Conversely, the purchase price will be
increased $166,667 for each day during the second quarter of 1998 as to which
the closing is delayed past March 31, 1998. Under Section 11.1 of the Agreement,
Century may terminate the Agreement upon payment of a $10 million termination
fee.
The foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement, a copy of which is filed as Exhibit 2.1 hereto.
Additional information relating to PTI and the Agreement is set forth in
Century's press release announcing the transaction, which is filed as Exhibit
99.1 hereto.
ITEM 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 - Stock Purchase Agreement, dated as of June 11, 1997,
by and among PacifiCorp Holdings, Inc., Pacific Telecom,
Inc., Century Telephone Enterprises, Inc. and Century
Cellunet, Inc.
Pursuant to the regulations of the Securities and Exchange
Commission, all schedules and exhibits to the foregoing agreement
have been intentionally omitted from this Report. The foregoing
agreement contains a complete listing of all schedules and exhibits.
Century agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the Securities and Exchange Commission upon
request.
99.1 - Press Release issued June 13, 1997 disclosing execution of the
Stock Purchase Agreement.
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 hereunto duly authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Murray H. Greer
--------------------------------
Murray H. Greer
Controller
Dated : June 24, 1997.