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) December 1, 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 December 1, 1997.
CENTURY TELEPHONE ENTERPRISES, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
December 1, 1997 Media - Patricia Cameron
(318) 388-9674
pcameron@iamerica.net
Investors - Jeffrey S. Glover
(318) 388-9648
jglover@iamerica.net
CENTURY COMPLETES LARGEST ACQUISITION IN ITS HISTORY, FINALIZES PURCHASE OF
PACIFIC TELECOM, INC.
Monroe, LA. . . Century Telephone Enterprises, Inc.(NYSE Symbol:CTL) has
completed its acquisition of Pacific Telecom, Inc.(PTI) marking the largest
acquisition in Century's history.
"This is a major event for Century as we almost double the size of our
company and significantly expand our market presence," Glen F. Post, III,
Century's president and CEO, said. "Century is committed to providing the
highest quality service possible to our customers and to building shareholder
value over the long term. We believe this acquisition will better position us to
achieve these goals and take advantage of future opportunities for growth in
rural America."
COMBINING THE COMPANIES
(Information as of September 30, 1997)
- --------------------------------------------------------------------------------
Century PTI Combined
- --------------------------------------------------------------------------------
Access lines 530,936 613,422* 1,144,358*
Cellular units in
majority-owned markets 429,599 86,805 516,404
Cellular pops** 8.1 million 1.9 million 10 million
PCS pops** 4 million 4.1 million 8.1 million
Employees 3,500 2,200 5,700
- --------------------------------------------------------------------------------
* does not include PTI's acquisitions totaling approximately 47,000 access lines
which closed in fourth quarter 1997
**the portion of the population of the service areas based on ownership interest
o In connection with the acquisition, PTI's parent company, PacifiCorp, received
$1.5 billion in cash for the stock of PTI. PTI's debt at closing was
approximately $725 million.
o Based on current interest rates, Century believes the acquisition will be
non-dilutive to 1998 earnings and accretive thereafter.
o Century gained approximately 660,000 telephone access lines (including PTI's
acquisitions which closed during fourth quarter 1997) in 12 states bringing
total access lines served to nearly 1.2 million.
o Century acquired nearly 1.9 million cellular pops (the portion of the
population of the service areas based on ownership interest) in six states,
including minority interests, and now operates 10 additional cellular markets
serving more than 100,000 cellular subscribers in three states.
o Century's PCS ownership more than doubled to 8.1 million pops.
o Century's 1998 revenues are expected to approach $1.5 billion.
o The purchase elevates Century to the 10th largest local exchange telephone
company, based on access lines, and the 10th largest cellular company, based on
population equivalents owned, in the United States.
o Century's service areas now encompass 21 states primarily in the Midwest,
Pacific Northwest, Midsouth and Alaska.
Century has initially funded the acquisition with senior unsecured
floating-rate bank debt and proceeds from its recent sale of Brooks Fiber
Properties stock which generated $202.7 million. Century's longer term financing
alternatives are currently being evaluated.
In addition to historical information, this release includes certain
forward-looking statements that are subject to uncertainties that could cause
the Company's actual results to differ materially from such statements. Such
uncertainties include but are not limited to: the effects of ongoing
deregulation in the telecommunications industry; the effects of greater than
anticipated competition in the Company's markets; possible changes in the demand
for the Company's products and services; the Company's ability to successfully
introduce new offerings on a timely and cost-effective basis; the risks inherent
in rapid technological change; the Company's ability to effectively manage its
growth, whether through acquisitions or otherwise; and the effects of more
general factors such as changes in overall market or economic conditions or in
legislation, regulation or public policy. These and other uncertainties related
to the Company's business are described in greater detail in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
Century Telephone Enterprises, Inc. provides a range of communications
services including local exchange, wireless, long distance and Internet access
to approximately two million customers in 21 states. The company, headquartered
in Monroe, Louisiana, is publicly traded on the New York Stock Exchange under
the symbol CTL. Century is the 10th largest local exchange telephone company,
based on access lines, and the 10th 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/ R. Stewart Ewing
---------------------
R. Stewart Ewing
Chief Financial Officer
December 1, 1997