-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A3d0qulGHFxptjGg6ZB0XfiIHdImfZKhN9NA41Tu25bRo8XIND2pDJeMRsJDZby0 aRXIckQhr9L33DR6vXdsSg== 0000906280-98-000003.txt : 19980109 0000906280-98-000003.hdr.sgml : 19980109 ACCESSION NUMBER: 0000906280-98-000003 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980108 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-42013 FILM NUMBER: 98502413 BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURY PARK DR CITY: MONROE STATE: LA ZIP: 71211-4065 BUSINESS PHONE: 3183889500 MAIL ADDRESS: STREET 1: 100 CENTURY PARK DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71211-4065 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 POS AM 1 As filed with the United States Securities and Exchange Commission on January 8, 1998. Registration No. 333-42013 ======================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- Century Telephone Enterprises, Inc. (Exact name of registrant as specified in its charter) Louisiana 72-0651161 (State or other (I.R.S. Employer jurisdiction of incorporation Identification Number) or organization) 100 Century Park Drive Monroe, Louisiana 71203 (318) 388-9500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------- Copy to: Harvey P. Perry Copy to: Kenneth J. Najder Senior Vice President, David P. Falck Jones, Walker, Waechter, General Counsel and Secretary Winthrop, Stimson, Poitevent, Carrere Century Telephone Putnam & Roberts & Denegre, L.L.P. Enterprises, Inc. One Battery Park Plaza 201 St. Charles Avenue, 100 Century Park Drive New York, New York 10004 51st Floor Monroe, Louisiana 71203 (504) 858-1000 New Orleans, Louisiana (318) 388-9500 70170-5100 (504) 582-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement -------------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. --- If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. X --- If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. --- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. --- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. X --- -------------------- This Amendment is being filed pursuant to Rule 462(d) under the Securities Act of 1933 and shall become effective immediately upon filing. EXPLANATORY NOTE: This Post-Effective Amendment No. 1 (this "Amendment") is being filed pursuant to Rule 462(d) under the Securities Act of 1933 (the "Act") for the sole purpose of filing an additional exhibit to Registration Statement No. 333-42013 (the "Registration Statement"), and, accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission (the "Commission"). After giving effect to this Amendment, the Registration Statement will consist of the Registration Statement as filed with the Commission at the time it became effective on December 29, 1997, as supplemented and modified by (i) Registrant's Prospectus dated December 29, 1997 and the Preliminary Prospectus Supplement thereto dated December 30, 1997, each of which were filed with the Commission on December 31, 1997 pursuant to Rule 424(b)(5) under the Act and (ii) this Amendment and the exhibit identified below and filed herewith. Exhibit No. Exhibit - ----------- ------- 23.2 Consent of Deloitte & Touche LLP. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on January 8, 1998. CENTURY TELEPHONE ENTERPRISES, INC. By: /s/ Harvey P. Perry -------------------- Harvey P. Perry Senior Vice President, Secretary, General Counsel and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement on Form S- 3 has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date * Chairman of the Board January 8, 1998 ------------------ of Directors Clarke M. Williams * President, Chief January 8, 1998 ----------------- Executive Officer and Glen F. Post, III Vice Chairman of the Board of Directors * Senior Vice President and January 8, 1998 --------------------- Chief Financial Officer R. Stewart Ewing, Jr. (Principal Financial Officer) * Controller January 8, 1998 --------------- (Principal Accounting Officer) Murray H. Greer * Senior Vice President- January 8, 1998 -------------- Corporate Development W. Bruce Hanks and Strategy and Director /s/ Harvey P. Perry Senior Vice President, January 8, 1998 ------------------- Secretary, Harvey P. Perry General Counsel and Director * Director January 8, 1998 -------------- Jim D. Reppond * Director January 8, 1998 --------------------- William R. Boles, Jr. * Director January 8, 1998 ------------------ Ernest Butler, Jr. * Director January 8, 1998 --------------- Calvin Czeschin * Director January 8, 199 ---------------- James B. Gardner * Director January 8, 1998 ------------------- R. L. Hargrove, Jr. * Director January 8, 1998 ------------- Johnny Hebert * Director January 8, 1998 ------------- F. Earl Hogan * Director January 8, 1998 ------------------- C. G. Melville, Jr. * Director January 8, 1998 --------------- Virginia Boulet *By: /s/ Harvey P. Perry ------------------- Harvey P. Perry Attorney-in-Fact EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 1 Form of Underwriting Agreement to be used in connection with sales of Senior Debt Securities.** 2.1 Stock Purchase Agreement dated June 11, 1997 by and between, among others, Century and PacifiCorp Holdings, Inc. (incorporated by reference to Exhibit 2.1 of Century's Current Report on Form 8-K dated June 11, 1997), as amended by an instrument dated as of November 5, 1997 (incorporated by reference to Exhibit 2.2 to Century's Current Report on Form 8-K dated December 11, 1997). 3.1 Amended and Restated Articles of Incorporation of Century (incorporated by reference to Exhibit 3(i) to Century's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). 3.2 By-laws of Century as amended through November 21, 1996 (incorporated by reference to Exhibit 3.2 of Century's Registration Statement on Form S-4, Registration No. 333- 17015). 4.1 Rights Agreement dated as of August 27, 1996 between Century and Harris Trust and Savings Bank (successor-in- interest to Society National Bank), as Rights Agent (incorporated by reference to Exhibit 1 to Century's Current Report on Form 8-K filed August 30, 1996). 4.2 Indenture dated as of March 31, 1994 between Century and Regions Bank (successor-in-interest to Regions Bank of Louisiana and First American Bank & Trust of Louisiana), as Trustee (incorporated by reference to Exhibit 25 to Century's Registration Statement on Form S-3, Registration No. 33-59215). 4.3 Form of Board Resolution to be used in designating and authorizing the terms and conditions of any series of Senior Debt Securities offered hereunder.** 4.4 Form of Senior Debt Security (included within Exhibit 4.3)** 4.5 Form of Preferred Stock.*** 4.6 Form of Articles of Amendment to Century's Amended and Restated Articles of Incorporation to be used in connection with issuances of Preferred Stock.*** 4.7 Form of Common Stock (incorporated by reference to Exhibit 4.1 of Century's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993). 4.8 Form of Warrant Agreement to purchase Senior Debt Securities.*** 4.9 Form of Senior Debt Security Warrant Certificate (included in Exhibit 4.8). 4.10 Form of Warrant Agreement to purchase Preferred Stock.*** 4.11 Form of Preferred Stock Warrant Certificate (included in Exhibit 4.10). 4.12 Form of Warrant Agreement to purchase Common Stock.*** 4.13 Form of Common Stock Warrant Certificate (included in Exhibit 4.12). 5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.** 12 Statement regarding computation of ratio of earnings to fixed charges.** 23.1 Consent of KPMG Peat Marwick LLP.** 23.2 Consent of Deloitte & Touche LLP.* 23.3 Consent of Jones Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.** 24 Power of Attorney.** 25 Statement of Eligibility of Trustee on Form T-1.** 99.1 Annual Report on Form 10-K of PTI for the year ended December 31, 1996, not including the exhibits thereto.** 99.2 Quarterly Report on Form 10-Q of PTI for the quarter ended March 31, 1997, not including the exhibits thereto.** 99.3 Quarterly Report on Form 10-Q of PTI for the quarter ended June 30, 1997, not including the exhibits thereto.** 99.4 Quarterly Report on Form 10-Q of PTI for the quarter ended September 30, 1997, not including the exhibits thereto.** 99.5 Current Report on Form 8-K of PTI dated April 11, 1997, not including the exhibits thereto.** 99.6 Current Report on Form 8-K of PTI dated September 30, 1997, not including the exhibits thereto.** ________________ * Filed herewith. ** Previously filed. *** To be filed by one or more post-effective amendments to this registration statement pursuant to Rule 462(d) if the Company determines that such securities are to be sold. EX-23.2 2 [Letterhead of Deloitte & Touche LLP] Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT Pacific Telecom, Inc. Century Telephone Enterprises, Inc.: We consent to the use of our report dated January 27, 1997, related to the consolidated financial statements of Pacific Telecom, Inc. as of December 31, 1995 and 1996, and for each of the years in the three-year period ended December 31, 1996, appearing in Pacific Telecom, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 and Century Telephone Enterprises, Inc.'s Current Report on Form 8-K dated December 1, 1997, included in or incorporated by reference into, and the reference to our firm under the heading "Experts" in Registration Statement No. 333-42013 of Century Telephone Enterprises, Inc. on Form S-3 and the related Prospectus. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Portland, Oregon January 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----