-----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, PQNaYNKlqLx/pRh4hyWN1dy3VLhuX18m6pwVpQRoy7eKtHH/JRKtUZAk2cdnDc3S aSm8IWIEIISw8WjSNQyjFA== 0000018926-97-000009.txt : 19970630 0000018926-97-000009.hdr.sgml : 19970630 ACCESSION NUMBER: 0000018926-97-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07784 FILM NUMBER: 97631739 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: P O BOX 4065 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 11-K 1 11-K OHIO RETIREMENT United States Securities and Exchange Commission Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-7784 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CENTURY TELEPHONE ENTERPRISES, INC. 100 CENTURY PARK DRIVE MONROE, LA 71203 Independent Auditors' Report The Board of Directors Century Telephone Enterprises, Inc.: We have audited the accompanying statements of assets available for benefits with fund information of Century Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and Trust as of December 31, 1996 and 1995, and the related statement of changes in assets available for benefits with fund information for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of Century Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and Trust as of December 31, 1996 and 1995, and the changes in assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of assets available for benefits and the statement of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the assets available for plan benefits and changes in assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG PEAT MARWICK LLP /s/ KPMG PEAT MARWICK LLP Shreveport, Louisiana June 12, 1997 CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST Statements of Assets Available for Benefits With Fund Information
Century Money Bond Combined S & P 500 Common Market Index Loan Sweep December 31, 1996 Funds Stock Fund Stock Fund Fund Fund Fund Account - ---------------------------------------------------------------------------------------------------------------------- PLAN ASSETS Investments, at fair value $ 3,468,978 1,668,009 988,510 379,407 255,190 177,862 - Cash 14,834 - 9,682 - - - 5,152 Contributions receivable - employer 32,278 15,807 9,951 3,874 2,646 - - - ---------------------------------------------------------------------------------------------------------------------- ASSETS AVAILABLE FOR BENEFITS $ 3,516,090 1,683,816 1,008,143 383,281 257,836 177,862 5,152 ====================================================================================================================== December 31, 1995 - ---------------------------------------------------------------------------------------------------------------------- PLAN ASSETS Investments, at fair value $ 2,674,012 1,134,749 878,498 331,826 219,312 109,627 - Cash 18,215 - 13,883 - - - 4,332 Contributions receivable - employer 32,347 13,628 11,766 4,231 2,722 - - - ---------------------------------------------------------------------------------------------------------------------- ASSETS AVAILABLE FOR BENEFITS $ 2,724,574 1,148,377 904,147 336,057 222,034 109,627 4,332 ======================================================================================================================
See accompanying notes to financial statements. CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST Statement of Changes in Assets Available for Benefits With Fund Information For the Year Ended December 31, 1996
S & P 500 Century Money Bond Combined Stock Common Market Index Loan Sweep Funds Fund Stock Fund Fund Fund Fund Account - ---------------------------------------------------------------------------------------------------------------------------------- Additions to assets: Investment income (loss) Net appreciation (depreciation) in fair value of investments $ 188,325 233,629 (34,921) - (10,383) - - Other income 85,869 53,308 - 17,031 15,530 - - Interest income 15,886 - 561 - - 15,083 242 Dividends - Common Stock of Century Telephone Enterprises, Inc. 10,934 - 10,934 - - - - - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 301,014 286,937 (23,426) 17,031 5,147 15,083 242 - ---------------------------------------------------------------------------------------------------------------------------------- Contributions Participants 383,427 176,102 134,334 43,463 29,528 - - Company 195,825 89,150 66,680 23,982 16,013 - - - ---------------------------------------------------------------------------------------------------------------------------------- Total contributions 579,252 265,252 201,014 67,445 45,541 - - - ---------------------------------------------------------------------------------------------------------------------------------- Total additions 880,266 552,189 177,588 84,476 50,688 15,083 242 - ---------------------------------------------------------------------------------------------------------------------------------- Deductions from assets: Participant withdrawals 89,756 7,053 13,519 40,935 15,473 12,333 443 Other, net (1,006) (698) (802) 86 62 - 346 - ---------------------------------------------------------------------------------------------------------------------------------- Total deductions 88,750 6,355 12,717 41,021 15,535 12,333 789 - ---------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers 791,516 545,834 164,871 43,455 35,153 2,750 (547) Interfund transfers - (10,395) (60,875) 3,769 649 65,485 1,367 - ---------------------------------------------------------------------------------------------------------------------------------- Net increase 791,516 535,439 103,996 47,224 35,802 68,235 820 Assets available for benefits: Beginning of year 2,724,574 1,148,377 904,147 336,057 222,034 109,627 4,332 - ---------------------------------------------------------------------------------------------------------------------------------- End of year $ 3,516,090 1,683,816 1,008,143 383,281 257,836 177,862 5,152 ==================================================================================================================================
See accompanying notes to financial statements. CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST Notes to Financial Statements December 31, 1996 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN Basis of Presentation The Century Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and Trust (the Plan) was established on April 1, 1992. The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present the assets available for benefits and changes in assets available for benefits. The Plan has made estimates in preparing the accompanying financial statements in accordance with generally accepted accounting principles. Actual results could differ from those estimates. The assets of the Plan are invested by the Trustee in various investment programs (funds) which are described in Note 2. The following description of the Plan provides only general information. Participants should refer to the Plan Document for a more complete description of the Plan's provisions. Participation Participation in the Plan is available to each employee whose compensation and conditions of employment are covered by a collective bargaining agreement of Century Telephone Enterprises, Inc. and its participating subsidiaries (the Company). In order to participate in the Plan, an employee must execute a Salary Deferral Agreement with the Company. In the Salary Deferral Agreement, an employee agrees to a deferral of between one percent and ten percent of his base pay on a pre-tax basis, or between one percent and sixteen percent of his base pay on an after-tax basis. An employee may elect a deferral of his base pay using a combination of pre-tax and after-tax elections provided the total deferral does not exceed sixteen percent and the before-tax deferral does not exceed ten percent. The amount of compensation deferred by each participant is credited to a pre-tax account and/or an after-tax account (Participant Contribution Accounts) maintained for each participant by the Trustee. As of the end of each payroll period, the Company contributes to an account (Employer Contribution Account) for each participant a contribution equal to 50% of each such participant's contribution during such payroll period, however, this matching contribution applies only to the first 6% of such participant's base compensation contributed to the Plan by the employee. The Company may make additional match contributions to participants' accounts (Additional Match Account) in an amount determined by the Company. During 1996 the Company contributed $195,825 to the Plan, of which $163,547 related to contributions made to the Employer Contribution Accounts and $32,278 related to contributions made to the Additional Match Accounts. An employee is permitted to transfer to the Plan as a contribution his interest in another plan qualified under Section 401(k) of the Internal Revenue Code, as amended (the Code). Such contribution must qualify as a "rollover" amount described in Section 402(a)(5) of the Code, or a "rollover" contribution described in Section 408(d)(3) of the Code. Such a rollover will be credited to a rollover account on behalf of the participant (the Participant Rollover Account). The interest of a participant in his Participant Contribution Account and his Participant Rollover Account is fully vested and non-forfeitable at all times. The interest of a participant in his Employer Contribution Account, Profit Sharing Contribution Account and Additional Match Account becomes fully vested after five years of service. A participant with less than five years of service has no vested interest in these accounts. Reports to Participants Participants are furnished with quarterly statements which set forth the status of their accounts in the Plan. Forfeitures A participant's non-vested account balances shall be forfeited as of the date upon which the participant's employment has terminated with the Company. Forfeiture amounts shall be utilized to reduce Company contributions or may be added to additional match contributions as directed by the administrator. Distributions If the employment of a participant with the employer ceases because of death, retirement, disability, termination of employment or for any other reason, the participant's vested interest in the Plan will be distributed to him or to his beneficiary in a lump sum. If the participant dies without designating a beneficiary, his interest in the Plan will be paid to his spouse, if any. Withdrawals A participant who is an employee may make two withdrawals within any twelve month period from his after-tax investment account and may withdraw the entire balance. A participant who is an employee and over age 59 1/2 may make one withdrawal from his vested investment accounts prior to normal distribution requirements being met. Any additional withdrawals may be made from a Participant Contribution Account or a Rollover Account only as a result of financial hardship related to unreimbursable educational expenses, medical expenses which are not reimbursable by insurance, the need to pay for the funeral expenses of a family member or the prevention of eviction or foreclosure from the Participant's principal residence, or for the purchase of the employee's principal residence. The determination of the existence of a financial hardship and the amount required to be distributed to meet the need created by the hardship shall be made uniformly and without discrimination at the sole discretion of the Plan Administrator. Loans to Participants The Plan has a provision whereby a participant can borrow from his Participant Contribution Account or Participant Rollover Account. The maximum loan is 50% of the vested account balance, up to $50,000. The loans are repaid through payroll deductions and the interest rate is the prime rate published in the Wall Street Journal plus 3%. The loan repayment period may not exceed five years except for loans for the purchase of the Participant's principal residence which may be for any period not to exceed ten years. Trustee The Trustee of the Plan is Barclays Global Investors (BGI) (formerly BZW Barclays Global Investors, N.A.). The Board of Directors of the Company may remove the Trustee and appoint a successor trustee. The Company and the Trustee have entered into a Trust Agreement which provides for the establishment of a Trust for the purpose of holding and investing the contributions to the Trust pursuant to the provisions of the Plan. Administration The Company has appointed a committee to administer the Plan. The individuals who administer the Plan serve at the discretion of the Board of Directors of the Company and may be removed by the Board of Directors at any time. The cost of plan administration is paid by the Company. Market Value Determination Investments in Century Telephone Enterprises, Inc. Common Stock (Century Common Stock) are valued at the closing market quote on December 31, 1996 and 1995, respectively. Other investments in the funds, which consist of units of mutual funds, are valued by the Trustee based on the market value at year-end of the underlying assets of each fund. Loans to participants are valued at principal amount outstanding, which approximates market value. Plan Termination Although it has not expressed any intention to do so, the Company has the right under the Plan to change, suspend or terminate the Plan at any time, subject to the provisions set forth in the Employee Retirement Income Security Act of 1974. The Company, however, is required to maintain the Plan under the terms of the labor agreement. (2) DESCRIPTION OF THE FUNDS The following is a description of each of the funds available to Plan participants: (a) S & P 500 Stock Fund - consists primarily of investments in the same stocks and in substantially the same percentages as the S & P 500 Index (47.4% and 41.6% of assets at December 31, 1996 and 1995, respectively). (b) Century Common Stock Fund - consists primarily of shares of Century Common Stock (28.1% and 32.2% of assets at December 31, 1996 and 1995, respectively). (c) Money Market Fund - consists primarily of short-term investments in various money market instruments (10.8% and 12.2% of assets at December 31, 1996 and 1995, respectively). (d) Bond Index Fund - consists primarily of investments in government and corporate bonds (7.3% and 8.0% of assets at December 31, 1996 and 1995, respectively). (e) Loan Fund - represents loans to participants from the participants' investment accounts (5.1% and 4.0% of assets at December 31, 1996 and 1995, respectively). A participant may instruct that all contributions to his accounts be allocated among the various funds. A participant may change his investment allocation instructions at any time, however, the participant can only change his contribution percentage on a quarterly basis. (3) INCOME TAXES The Plan and related trust meet the necessary requirements of Internal Revenue Code Section 401(a) and, accordingly, the trust underlying the Plan is exempt from income taxation pursuant to Internal Revenue Code Section 501(a). A favorable determination letter was received in October 1995 related to the Plan. (4) RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by BGI. BGI is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Company to BGI for trustee, investment management, record keeping and other services amounted to $13,114 for the year ended December 31, 1996. (5) CONCENTRATION OF INVESTMENTS As of December 31, 1996, 28.1% of the assets available for benefits were invested in Century Common Stock. Substantially all of the remaining assets available for benefits were invested in mutual funds managed by BGI. Schedule I CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996
Current Identity of issuer, borrower, Description Current Value Per lessor or similar party of Investment Cost Value Unit/Share - ---------------------------------------------------------------------------------------------------------- Investment in Century Common Stock 71,299 units/ 13.86 32,017 shares $ 891,319 988,510 (Note 2) 30.875 Loan Fund (interest rates ranged from 9% to 12%) - 177,862 177,862 (Note 2) - Barclays Global Investors Money Market Account 14,834 units 14,834 14,834 1.00 Investments in Mutual Funds for Qualified Employee Benefit Plans Managed by Barclays Global Investors: S & P 500 Stock Fund 104,840 units 1,233,421 1,668,009 (Note 2) 15.91 Money Market Fund 379,407 units 379,407 379,407 (Note 2) 1.00 Bond Index Fund 26,890 units 258,918 255,190 (note 2) 9.49 - ---------------------------------------------------------------------------------------------------------- $ 2,955,761 3,483,812 ==========================================================================================================
Notes: (1) The above data is based on information which has been certified as accurate and complete by the trustee, Barclays Global Investors. Barclays Global Investors sponsors these funds and, accordingly, is a party-in-interest. Additionally, Century Telephone Enterprises, Inc., as sponsor of the Plan, is considered a party-in-interest. (2) These investments are greater than 5% of assets available for benefits. Schedule II CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST Item 27d - Schedule of Reportable Transactions For the Year Ended December 31, 1996
Current Value of Asset at Redemption Date of Purchase or Selling Lease Expense Cost of Acquisition or Net Description of Transaction Price Price Rental Incurred Asset Disposition Gain (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ (Note 2) Category (3) - A series of transactions in excess of - ---------------------------------------------------- 5% of beginning of period plan assets available ----------------------------------------------- for benefits ------------ Investments in Century Common Stock (49 purchases, 26 sales) $ 238,945 109,708 - - 91,714 (Note 3) 17,994 Investments in Mutual Funds for Qualified Employee Benefit Plans Managed by Global Investors Barclays: S & P 500 Stock Fund (54 purchases, 32 sales) 426,220 126,590 - - 96,357 (Note 3) 30,233 Money Market Fund (36 purchases, 21 sales) 120,498 88,222 - - 88,222 (Note 3) - Bond Index Fund (45 purchases, 7 sales) 98,097 51,836 - - 52,708 (Note 3) (872)
Notes: (1) The above data is based on information which has been certified as accurate and complete by the trustee, Barclays Global Investors. Barclays Global Investors sponsors these funds and, accordingly, is a party-in-interest. Additionally, Century Telephone Enterprises, Inc., as sponsor of the Plan, is considered a party-in-interest. (2) The purchase price denotes cost and current value of the security on the transaction date. (3) Current value is substantially the same as purchase price or selling price of the security on the transaction date. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Retirement Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Century Telephone Enterprises, Inc. Retirement Savings Plan For Bargaining Unit Employees and Trust June 27, 1997 /S/ DAVID G. THIELS ------------------- David G. Thiels Retirement Committee Member CENTURY TELEPHONE ENTERPRISES, INC. RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST Index to Exhibit Exhibit Number - ----------------------------------------------------------------------------- 23.1 Independent Auditors' Consent EX-23 2 EXHIBIT 23.1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Century Telephone Enterprises, Inc.: We consent to incorporation by reference in the Registration Statement (No. 33-46562) on Form S-8 of Century Telephone Enterprises, Inc. of our report dated June 12, 1997, relating to the statements of assets available for benefits with fund information of Century Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and Trust as of December 31, 1996 and 1995, and the related statement of changes in assets available for benefits with fund information for the year ended December 31, 1996, and related financial statement schedules as of and for the year ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 11-K of Century Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and Trust. KPMG PEAT MARWICK LLP /s/ KPMG PEAT MARWICK LLP Shreveport, Louisiana June 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----