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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period
from __________ to __________
Commission File Number: 0-19179
CT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1837282
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization
68 CABARRUS AVENUE, EAST, CONCORD, NORTH CAROLINA 28025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 722-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of exchange on which registered:
-------------------- -------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK
RIGHTS TO PURCHASE COMMON STOCK
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Company is approximately $322,178,318 (based on the May 25, 1999 closing price
of the Common Stock of $38.50 per share). As of May 25, 1999, there were
9,341,795 shares of the Company's Common Stock outstanding.
Documents Incorporated by Reference
NONE
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
Certain items in the CT Communications, Inc. Consolidated Statements of
Income for the years ended December 31, 1998, 1997 and 1996 of CT
Communications, Inc. have been reclassified. The reclassification does not
affect the net income of the Company. Also, note 15 of the Company's
Consolidated Financial Statements has been revised to reflect a change in the
Company's reported business segments, effective March 31, 1999. The reclassified
Consolidated Statements of Income, note 1(n) and note 15 are set forth in
Exhibit 99.1 hereto.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CT COMMUNICATIONS, INC.
By: /s/ MICHAEL R. COLTRANE
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Michael R. Coltrane
President and Chief
Executive Officer
Date: May 28, 1999
/s/ BARRY R. RUBENS
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Barry R. Rubens
Senior Vice President, Treasurer and
Chief
Financial Officer
(Principal Financial and Principal
Accounting Officer)
Date: May 28, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ L.D. COLTRANE, III Chairman of the Board May 28, 1999
- ---------------------------------- and Director
L.D. Coltrane, III
/s/ MICHAEL R. COLTRANE President, Chief Executive May 28, 1999
- ---------------------------------- Officer and Director
Michael R. Coltrane (Principal Executive Officer)
/s/ JOHN R. BOGER, JR. Director May 28, 1999
- ----------------------------------
John R. Boger, Jr.
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Signature Title Date
- --------- ----- ----
/s/ O. CHARLIE CHEWNING, JR. Director May 28, 1999
- ----------------------------------
O. Charlie Chewning, Jr.
/s/ WILLIAM A. COLEY Director May 28, 1999
- ----------------------------------
William A. Coley
/s/ SAMUEL E. LEFTWICH Director May 28, 1999
- ----------------------------------
Samuel E. Leftwich
/s/ JERRY H. MCCLELLAN Director May 28, 1999
- ----------------------------------
Jerry H. McClellan
- ---------------------------------- Director ______, 1999
Ben F. Mynatt
/s/ PHIL W. WIDENHOUSE Director May 28, 1999
- ----------------------------------
Phil W. Widenhouse
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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23.3 Consent of KPMG LLP, independent public accountants
99.1 Reclassified Consolidated Statements of Income, Note 1(n) and Note 15 thereto of CT
Communications, Inc.