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) March 12, 1998
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)388-9000
Item 5. Other Events
Execution of Ameritech Agreement
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On March 12, 1998, Century Telephone Enterprises, Inc. ("Century") entered
into definitive agreements to purchase from affiliates of Ameritech Corporation
("Ameritech") the assets of certain of Ameritech's local telephone and directory
publishing operations in parts of northern and central Wisconsin. In exchange,
Century has agreed to pay $225 million cash, subject to certain post-closing
adjustments.
The assets to be purchased include (i) approximately 85,000 access lines and
related property and equipment comprising Ameritech's local exchange operations
in 19 exchanges that serve approximately 68,000 customers in 21 predominantly
rural communities in Wisconsin, (ii) Ameritech's directory publishing operations
that relate to nine telephone directories serving such customers and (iii)
approximately $4 million in net receivables. The assets to be conveyed will not
include Ameritech's operations relating to the provision of intra- LATA toll
service, calling card service, wholesale operator or directory assistance
service, wireless service, security monitoring service or certain other
equipment, maintenance, leasing and pay phone services not typically associated
with local exchange operations. Century will not assume any liabilities of
Ameritech other than those associated with contracts transferred in connection
with the sale. The purchase price will be adjusted post-closing if the amount of
net receivables acquired by Century are greater than $4 million or less than $3
million.
Consummation of the transactions is subject to, among other things, (i) the
receipt of approval from the Federal Communications Commission, (ii) the filing
of notification reports under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and (iii) various other customary closing conditions. Century and
Ameritech also intend to review details of the transactions with the Public
Service Commission of Wisconsin, as well as file new tariffs for the properties
involved. Century has agreed to pay Ameritech $11.25 million if the transactions
are not consummated under certain specified circumstances.
Results of operations are not expected to be materially impacted during the
first year subsequent to consummation of the transaction.
Additional information regarding the acquisition is set forth in Century's
press release announcing the transactions, which is filed as Exhibit 99.1
hereto.
Stock Split
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On March 31, 1998, the Company effected a three-for-two stock split in the
form of a 50% stock dividend with respect to each share of the Company's common
stock outstanding on March 10, 1998. In accordance with Section 11(n) of the
Rights Agreement dated as of August 27, 1996 between the Company and the Rights
Agent named therein, each Right shall hereinafter entitle the holder thereof to
purchase, on the terms and conditions of the Rights Agreement, 1/150 of a
Preference Share at a purchase price of $73.33 per 1/150 of a Preference Share.
All capitalized terms used in this paragraph shall have the meanings ascribed to
them in the Rights Agreement.
SIGNATURE
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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
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Murray H. Greer
Controller
Date: March 31, 1998