<PAGE>
<PAGE>
PROSPECTUS
3,581,632 SHARES
CENTURY COMMUNICATIONS CORP.
CLASS A COMMON STOCK
This Prospectus relates to the offering from time to time of up to
3,581,632 shares (the "Shares") of Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of Century Communications Corp. (the
"Company") by the persons named herein (the "Selling Shareholders"), who became
shareholders of the Company as a result of the mergers, effective March 1, 1995,
of each of Kootenai Cable, Inc. ("Kootenai") and Pullman TV Cable Co. Inc.
("Pullman") with subsidiaries of the Company that resulted in Kootenai and
Pullman becoming wholly owned subsidiaries of the Company. The Company will not
receive any proceeds from the sale of the Shares by the Selling Shareholders.
The Company is paying the expenses of registration of the Shares.
It is anticipated that sales of Shares by the Selling Shareholders will
be made in one of three ways: (i) through broker-dealers, (ii) through agents or
(iii) directly to one or more purchasers. The period of distribution of the
Shares may occur over an extended period of time. See "PLAN OF DISTRIBUTION."
The Class A Common Stock of the Company is traded on The Nasdaq Stock
Market under the symbol CTYA. On May 16, 1995, the high and low sales prices for
the Class A Common Stock reported on The Nasdaq Stock Market were $9.375 per
share and $9.25 per share, respectively.
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------------------
THE DATE OF THIS PROSPECTUS IS JUNE 14, 1995.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (together with all amendments
and exhibits, referred to as the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Shares. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information pertaining to the Shares,
the Class A Common Stock and the Company, reference is made to the Registration
Statement.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York, New
York 10048, and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended May 31, 1994,
the Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31, 1994
(and the amendment thereto filed on November 7, 1994), November 30, 1994 and
February 28, 1995 and the Current Reports on Form 8-K, dated December 1, 1994
and May 15, 1995 filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than certain exhibits to
such documents. Requests for such documents should be directed to Scott N.
Schneider, Senior Vice President and Treasurer, Century Communications Corp., 50
Locust Avenue, New Canaan, Connecticut 06840. The Company's telephone number is
(203) 972-2000.
-2-
<PAGE>
<PAGE>
INVESTMENT CONSIDERATIONS
Before purchasing the Shares, a prospective investor should consider,
among other things, the following factors.
NET LOSSES; STOCKHOLDERS' DEFICIENCY
The Company has reported net losses of $41,927,000, $37,791,000,
$51,632,000 and $26,033,000 for the fiscal years ended May 31, 1994 and 1993 and
the nine-month periods ended February 28, 1995 and 1994, respectively. Operating
income was $57,803,000, $54,842,000, $25,140,000 and $49,117,000 for the
respective periods, after taking into account non-cash charges for depreciation
and amortization of $15,296,000, $138,547,000, $123,169,000 and $108,158,000,
respectively. Interest expense was $121,698,000, $112,294,000, $99,543,000 and
$90,470,000 for the respective periods. The Company expects net losses to
continue until such time as the operations of its cable television systems and
cellular telephone systems can generate sufficient earnings to offset the
charges, including depreciation and amortization and interest expense, incurred
in connection with such operations and its investments in plant associated with
rebuilds and extensions of its cable television systems and expansion of the
cellular telephone system infrastructure.
Reflecting net losses in prior periods, the common stockholders'
deficiency as stated on the Company's consolidated balance sheet at February 28,
1995 was $232,953,000. The Company's assets, including its cable television
franchises and cellular telephone licenses, are recorded on its balance sheet at
historical cost. The Company believes that the current fair value of such assets
is significantly in excess of their historical cost. Accordingly, the Company
does not believe that the common stockholders' deficiency affects the current
fair value of the Company.
LEVERAGE; CAPITAL REQUIREMENTS
In recent years, the Company and its subsidiaries have incurred
substantial indebtedness in connection with the acquisition, construction and
start-up expenses of cellular telephone systems as well as the acquisition,
upgrade and extension of cable television systems. At February 28, 1995, the
Company and its subsidiaries had long-term debt (exclusive of current maturities
of $6,030,000) of $1,470,470,000, including indebtedness under two credit
agreements executed by subsidiaries of the Company and various banks (the
"Credit Agreements") and under a note agreement executed by a subsidiary of the
Company in December 1992 (the "Note Agreement").
The cable television and cellular telephone businesses are capital
intensive. While cash generated from operations is expected to fund an
increasing portion of the working capital requirements, capital expenditures and
debt service obligations of the Company and its subsidiaries, the Company will
require additional funds from bank borrowings and other sources. At February 28,
1995, subsidiaries of the Company had approximately $827,000,000 of potential
unused borrowing capacity under the Credit Agreements. In the past, the Company
has funded the principal obligations on its long-term debt by refinancing the
principal with expanded bank lines of credit. Although to date the Company has
been able to obtain financing on satisfactory terms, there can be no assurance
that this will continue to be the case in the future. The Indentures for the
Company's outstanding issues of publicly-held debt (the "Indentures") impose
certain restrictions on the incurrence of indebtedness. See "Restrictive
Covenants; Consequences of Default" below.
RESTRICTIVE COVENANTS; CONSEQUENCES OF DEFAULT
The Credit Agreements, the Note Agreement and the Indentures contain
various financial and operating covenants, including, among other things,
maintenance of certain financial ratios, restrictions on the ability of certain
subsidiaries of the Company to incur indebtedness or liens, to make certain
capital expenditures and to transfer funds to the Company and limits on certain
other corporate actions. The Indentures also contain various covenants,
including, among other things, restrictions on the ability of the Company to
incur indebtedness and to make loans
-3-
<PAGE>
<PAGE>
or capital contributions to, or to act as a guarantor for, certain of its
subsidiaries and affiliates, which presently consist of those subsidiaries and
affiliates engaged in the cellular telephone and related businesses. The ability
of the Company and its subsidiaries to comply with such provisions may be
affected by events beyond their control.
In the event of a default under the agreements pursuant to which the
outstanding debt securities of the Company and its subsidiaries are issued, the
holders of such debt or the trustee acting on their behalf could elect to
declare all of such debt securities, together with accrued interest, to be due
and payable. Under certain of such agreements, the creditors would also have
other remedies available, including foreclosure on the capital stock of the
Company's subsidiaries which is pledged to secure such debt.
The Company is currently in compliance with the financial and operating
covenants contained in the Credit Agreements, the Note Agreement and the
Indentures and management believes it is not presently at risk of noncompliance.
However, there can be no assurance that this will continue to be the case.
CELLULAR TELEPHONE INDUSTRY
Although numerous cellular telephone systems are operational in the
United States and other countries, the industry has only a limited operating
history. The Company, through its 33.9%-owned subsidiary, Centennial Cellular
Corp. ("Centennial Cellular"), owns or controls non-wireline cellular telephone
systems in 29 markets in six geographic areas ("controlled systems") and
minority interests in six limited partnerships which own wireline cellular
telephone systems which primarily serve the Sacramento Valley and San Francisco
Bay Area in California ("minority owned systems"). See "The Company." The
Company's cellular telephone systems compete in each market with a wireline or a
non-wireline system, as the case may be, as well as with other current and
developing mobile radio technologies and other communications services. All of
the controlled systems have experienced net operating losses and negative cash
flow. The Company anticipates that such losses and negative cash flow will
continue over the next several years and there can be no assurance that future
cellular telephone operations will be profitable. While all of the controlled
systems and the minority owned systems are operational, each of them is still in
the developmental or start-up phase and substantial additional expenditures for
construction and development will be required. Centennial Cellular may seek
various sources of external financing to meet its current and future needs,
including bank financing, joint ventures and partnerships, and public and
private placements of debt and equity securities of Centennial Cellular. If it
is unable to do so, the growth of the controlled systems will be impeded or, in
the case of minority owned systems, Centennial Cellular's percentage interest
could be diluted.
CONTROL BY CERTAIN STOCKHOLDERS
The ownership interest in the Company of Leonard Tow and certain trusts
for the benefit of members of his family (the "Tow Trusts"), constituting
approximately 87.7% of the combined voting power of both classes of Common
Stock, presently gives them the power to elect all but one member of the Board
of Directors of the Company and to control the vote on all other matters
submitted to a vote of the Company's stockholders. See "Description of Capital
Stock--Common Stock--Voting Rights."
Under certain of the Credit Agreements, an event of default occurs if
Leonard Tow ceases to be the chief executive officer of each of the Company and
the Company's principal operating subsidiaries and the Company and the Company's
principal operating subsidiaries fail to appoint a reasonably acceptable
successor to him within 30 days of his ceasing to hold such office or if Leonard
Tow and/or members of his immediate family or trusts for their benefit cease to
own, in the aggregate, stock of the Company having at least 33 1/3% of the
combined voting power of both classes of Common Stock and 33 1/3% of the issued
and outstanding shares of stock of the Company.
-4-
<PAGE>
<PAGE>
THE COMPANY
The Company is principally engaged through its operating subsidiaries in
the business of owning and operating cable television and cellular telephone
systems. The Company also owns and operates four radio stations, two of which
are owned and operated by a joint venture which is 50% owned by the Company and
50% owned by an unaffiliated entity.
At February 28, 1995 the Company owned and operated 65 cable television
systems in 25 states and Puerto Rico. At that date, the Company's cable systems
passed approximately 1,715,000 homes and served a total of approximately
1,100,000 primary basic subscribers. The cable system in Puerto Rico and one
other cable system are owned 50% by the Company and 50% by unaffiliated
entities. At February 28, 1995, these two systems passed approximately 434,000
homes and served approximately 210,000 primary basic subscribers.
On August 30, 1991, Citizens Cellular Company ("Citizens Cellular"), a
wholly owned subsidiary of Citizens Utilities Company ("Citizens"), was merged
with and into Century Cellular Corp., an indirect wholly owned subsidiary of the
Company that owned or controlled non-wireline cellular telephone systems in five
geographic areas, the name of which was changed on February 7, 1992 to
Centennial Cellular Corp. The Company has a 1.96% equity interest in Citizens
and Leonard Tow, Chairman of the Board, Chief Executive Officer and Chief
Financial Officer of the Company, is Chairman of the Board, Chief Executive
Officer and Chief Financial Officer of Citizens. Citizens Cellular owned
minority interests in limited partnerships which own wireline cellular telephone
systems in six geographic areas. Upon consummation of the merger, Centennial
Cellular, as the surviving corporation, became the owner of all of the cellular
telephone properties previously owned by Centennial Cellular and Citizens
Cellular as well as the paging and two-way mobile radio systems owned by
Centennial Cellular. Centennial Cellular owns or controls non-wireline cellular
telephone systems in 29 markets representing approximately 5.08 million net pops
and minority interests in six limited partnerships which own wireline cellular
telephone systems which primarily serve the Sacramento Valley and San Francisco
Bay Area in California representing approximately 1.08 million net pops. "Net
pops" means the population of a cellular market, based upon the 1990 Census
Report of the Bureau of the Census, United States Department of Commerce,
multiplied by the Company's percentage ownership interest in an entity licensed
by the Federal Communications Commission ("FCC") to construct or operate a
cellular telephone system in that market.
Centennial Cellular has two classes of Common Stock, Class A Common
Stock and Class B Common Stock. The holders of the Class A Common Stock are
entitled to one vote per share and the holders of the Class B Common Stock are
entitled to fifteen votes per share. The Company owns 81.2% of the outstanding
Class B Common Stock and 100% of the outstanding Second Series Convertible
Redeemable Preferred Stock of Centennial Cellular, and Citizens owns 18.8% of
the outstanding Class B Common Stock and 100% of the outstanding Convertible
Redeemable Preferred Stock of Centennial Cellular. The Company and Citizens own
74.2% and 17.2%, respectively, of the combined voting power of both classes of
Common Stock as of February 19, 1995 and, if the Company and Citizens each
converts the preferred stock owned by it, the Company will own 59.4%, and
Citizens will own 33.9%, of such voting power. As a result of such ownership and
in accordance with an agreement with Citizens, the Company has the ability to
nominate at least a majority and elect all of the directors of Centennial
Cellular and retains control of Centennial Cellular.
The Company expects to continue to consider acquisitions of or
investments in cable television systems, cellular telephone systems (through its
cellular subsidiaries) and other communications-related properties.
-5-
<PAGE>
<PAGE>
The Company's principal executive offices are located at 50 Locust
Avenue, New Canaan, Connecticut 06840 and its telephone number is (203)
972-2000.
RECENT DEVELOPMENTS
On November 28, 1994, the Company entered into an agreement to acquire
the cable television systems serving Anaheim, Hermosa Beach/Manhattan Beach,
Fairfield and Rohnert Park/Yountsville, California, for an aggregate purchase
price of $286,000,000, subject to adjustment, payable in cash. At September 30,
1994, such cable television systems served an aggregate of approximately 135,000
primary basic subscribers. The obligation of the Company to consummate this
transaction is subject to certain closing conditions, including the approval of
the relevant franchise authorities of both the transfer and extension of the
relevant franchises and other regulatory approvals. The Company anticipates
completing this acquisition during the first six months of fiscal 1996.
On March 1, 1995, the Company acquired cable television systems,
including the Kootenai and Pullman systems, located in California, Colorado,
Idaho, Montana and Washington for a purchase price consisting of approximately
$56,000,000 (subject to adjustment) in cash ($18,000,000 of which was paid to
the sellers and $38,000,000 of which was used to satisfy certain liabilities
relating to the acquired cable television systems) and the issuance of the
Shares (valued at $12.25 per share, subject to post-closing adjustment based on
the price performance of the Class A Common Stock). At February 28, 1995, such
cable television systems served an aggregate of approximately 45,000 primary
basic subscribers.
In February 1994, the Company through a wholly owned subsidiary
("Australian Holding Company") invested approximately $58,000,000 in a company
(the "Licensee") that presently owns a 91.5% interest in one of two licenses
issued by the Australian Broadcasting Authority authorizing the satellite
delivery of television programming on a paid subscription basis ("Satellite Pay
TV"). In addition, subsequent to year-end, the Company acquired for
approximately $15,000,000, through the Australian Holding Company, the
additional 8.5% interest in the license. With respect to the operation of the
Satellite Pay TV business, the Australian Holding Company has an agreement in
principle to cooperate with the other Satellite Pay TV license holder ("Second
License Holder") in the areas of marketing, distribution facilities (including
joint use of facilities for transmitting programming), subscriber management,
and other areas of operation as contemplated by the Australian Broadcast Service
Act. In addition, the Licensee has agreed to jointly use facilities for the
distribution of programming in Australia through the use of MMDS licenses owned
by the Second License Holder ("MMDS Venture"). The Licensee's initial interest
in the MMDS Venture accrued by reason of said joint use facilities is
approximately 25%, which may be increased by virtue of additional capital
contributions. The agreements relating to the cooperation with the Second
License Holder and the MMDS Venture are subject to regulatory review and
approval. Notification has been received from the relevant regulatory
authorities that certain aspects of the agreement raise concerns and will likely
require modification. Discussions regarding same are continuing and no assurance
can be given as to the ultimate outcome. The Company has also acquired,
subsequent to May 31, 1994, an approximate 2% economic interest in the Second
License Holder for approximately $10,000,000.
In July 1994, the Company entered into an agreement to acquire a 50%
economic interest in an Australian company which is a franchisee (the
"Franchisee") of the Second License Holder. The franchise provides for the
exclusive distribution rights to certain programming as well as the use of
subscriber billing systems and distribution facilities. Pursuant to such
agreement, the Company agreed to invest up to $55,000,000 for the acquisition by
the Franchisee of MMDS licenses covering the franchised areas. The licenses were
acquired for approximately $12,000,000 through an auction process conducted by
the Australian Government. The Company has also agreed to fund up to
approximately $11,000,000 of working capital needs of the Franchisee on terms
that reflect the market for commercial banking facilities. Subject to certain
conditions precedent, the agreement provided further that the Company would
merge its Australian Holding Company with the Franchisee through transfer of its
interests in such Holding Company for interests in the Franchisee. The merger
was completed in February 1995. After completion of such merger, the Company has
an approximate 75% to 77% economic interest in the combined entity. Pursuant to
the terms of an amending agreement entered into on the completion date, the
Franchisee acquired the outstanding
-6-
<PAGE>
<PAGE>
shares of the Licensee and the aforementioned 8.5% interest in the license. The
assets associated with the Company's investments in Australia are in the
development stage and are not yet operational.
On March 10, 1995, the Company purchased 20,000,000 shares of its Class
B Common Stock from Sentry Insurance a Mutual Company ("Sentry Insurance") at an
aggregate price of $110,000,000 utilizing existing credit lines. Upon
acquisition the Class B shares were converted automatically to Class A shares.
For the present, the acquired shares will be held in the Company's treasury.
Prior to this acquisition 65,406,115 shares of the Company's Class B Common
Stock were outstanding, of which 23,134,056 were held by Sentry Insurance.
On April 18, 1995, Centennial Cellular acquired the non-wireline
cellular telephone systems serving Michigan RSA #6 and RSA #7 representing an
aggregate of approximately 352,600 net pops. The purchase price for the
acquisition was $42,960,000, subject to adjustment, consisting of approximately
$25,000,000, in cash and the balance in 898,000 shares of Centennial Cellular's
Class A Common Stock valued at approximately $17,960,000 (subject to
post-closing adjustment based on the price performance of the Class A Common
Stock).
On February 24, 1995, Centennial Cellular entered into an agreement with
United States Cellular Corporation ("U.S. Cellular") pursuant to which
Centennial Cellular will transfer to U.S. Cellular ownership of Centennial
Cellular's cellular systems in the Roanoke, Virginia MSA, the Lynchburg,
Virginia MSA, North Carolina RSA #3 and Iowa RSA #5 representing 738,700 net
pops and approximately 22,600 subscribers (including the Charlottesville,
Virginia market described below) in exchange for the transfer by U.S. Cellular
to Centennial Cellular of ownership of its cellular systems serving Indiana RSA
#1, Indiana RSA #2, Ohio RSA #1 and Mississippi RSA #9, representing 608,178 net
pops and approximately 4,200 subscribers, together with additional consideration
in favor of Centennial Cellular in the amount of approximately $3,500,000
(consisting of purchases of additional equipment on behalf of Centennial
Cellular and/or cash), subject to adjustment. Concurrently with the execution of
the agreement described above, a separate agreement was entered into between
Centennial Cellular and U.S. Cellular, pursuant to which U.S. Cellular will
purchase from Centennial Cellular its 72.2% interest in the Charlottesville,
Virginia MSA for a purchase price of approximately $9,452,000 subject to
adjustment. The obligations of Centennial Cellular and U.S. Cellular under the
agreements described above are subject to the satisfaction of various closing
conditions, including FCC and other regulatory approvals. There can be no
assurance that such closing conditions will be satisfied. Centennial Cellular
anticipates completing the transactions contemplated in the agreements described
during the first quarter of fiscal 1996.
On March 13, 1995, the FCC auction of personal communications system
(PCS) licenses was concluded and Centennial Cellular was the high bidder for one
of two Metropolitan Trading Area (MTA) licenses to serve the Commonwealth of
Puerto Rico and the U.S. Virgin Islands. The licensed area represents
approximately 3,623,000 net pops in these markets. Centennial Cellular's winning
bid was $54,672,000. The awarding of the license to Centennial Cellular remains
subject to FCC public notice requirements and, upon satisfaction of such
requirements, the satisfaction by Centennial Cellular of certain FCC build-out
requirements for the MTA.
On December 21, 1994, Centennial Cellular announced that its Board of
Directors authorized the repurchase, from time to time, of up to 1,000,000
shares of Centennial Cellular's Class A Common Stock, depending on prevailing
market conditions.
STOCK DISTRIBUTIONS AND DIVIDEND POLICY
In recent years, in recognition of improvements in earnings before
depreciation, amortization, interest and taxes ("operating cash flow"), the
Company has from time to time made pro rata distributions of common stock to its
stockholders, as discussed below. The effect of such distributions is to
increase the number of shares outstanding and reduce the proportionate
investment in the Company represented by each share. For accounting purposes,
since the Company continues to report net losses and has an accumulated deficit,
an amount equal to the aggregate par
-7-
<PAGE>
<PAGE>
value ($.01 per share) of the shares distributed is transferred from additional
paid-in capital to the common stock account. If the Company had retained
earnings, the accounting treatment would be to transfer an amount equal to the
market value of the shares issued from retained earnings to additional paid-in
capital. Since the Company has neither retained earnings nor current earnings,
the stock distributions represent a reallocation of the shareholder's investment
over an increased number of shares and do not represent distributions of
corporate earnings and profits.
On June 18, 1992, the Board of Directors of the Company declared a three
percent stock distribution on the Company's Class A Common Stock and Class B
Common Stock payable to the respective stockholders of record on July 3, 1992,
which was distributed on July 24, 1992.
On October 28, 1992, the Board of Directors of the Company declared a
five percent stock distribution on the Company's Class A Common Stock and Class
B Common Stock payable to the respective stockholders of record on November 11,
1992, which was distributed on December 2, 1992.
On February 16, 1993, the Board of Directors of the Company declared a
three percent stock distribution on the Company's Class A Common Stock and Class
B Common Stock payable to the respective stockholders of record on March 1,
1993, which was distributed on March 22, 1993.
On July 2, 1993, the Board of Directors of the Company declared a five
percent stock distribution on the Company's Class A Common Stock and Class B
Common Stock payable to the respective stockholders of record on July 15, 1993,
which was distributed on August 6, 1993.
On October 28, 1993, the Board of Directors of the Company declared a
three percent stock distribution on the Company's Class A Common Stock and Class
B Common Stock payable to the respective stockholders of record on November 10,
1993, which was distributed on December 1, 1993.
The Company has never paid a cash dividend on its common stock. The
Company is currently restricted from paying cash dividends by certain of its
debt instruments. Its ability to do so is further limited by provisions of
credit agreements entered into by certain of its subsidiaries that limit the
amount of cash that may be upstreamed to the Company.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized Capital Stock consists of 400,000,000 shares of
Class A Common Stock, 300,000,000 shares of Class B Common Stock, par value $.01
per share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock"), and 100,000,000 shares of preferred stock, par value
$.01 per share (the "Preferred Stock"). As of March 31, 1995, 28,115,852 shares
of Class A Common Stock were issued and outstanding (excluding treasury shares)
and 45,406,115 shares of Class B Common Stock were issued and outstanding. At
such date, 42,272,059 shares of Class B Common Stock were owned by Leonard Tow,
Chairman of the Board, Chief Executive Officer and Chief Financial Officer of
the Company, and certain trusts for the benefit of members of his family. No
shares of Preferred Stock are outstanding and there is no agreement or
understanding that would require the issuance of any series of such stock.
COMMON STOCK
Dividends
If all cumulative dividends shall have been paid as declared or set
apart for payment upon shares of Preferred Stock then outstanding, if any,
holders of shares of Class A Common Stock and Class B Common Stock are entitled
to receive such dividends as may be declared by the Company's Board of Directors
out of funds legally available for such purpose. No dividend may be declared or
paid in cash or property on any share of Class B Common Stock, however, unless
simultaneously the same dividend is paid on each share of Class A Common Stock.
-8-
<PAGE>
<PAGE>
Dividends can be declared and paid on shares of Class A Common Stock without
being declared and paid on the shares of Class B Common Stock. In the case of
any stock dividend, holders of Class A Common Stock are entitled to receive the
same percentage dividend (payable in shares of Class A Common Stock) as the
holders of Class B Common Stock receive (payable in shares of Class B Common
Stock). See "Stock Distributions and Dividend Policy."
Voting Rights
Holders of shares of Class A Common Stock and Class B Common Stock vote
as a single class on all matters submitted to a vote of the stockholders, with
each share of Class A Common Stock entitled to one vote and each share of Class
B Common Stock entitled to ten votes except (i) for the election of directors
and (ii) as otherwise required by law. Under New Jersey law, the affirmative
vote of the holders of a majority of the outstanding shares of Class A Common
Stock is required to approve, among other matters, an amendment of the
certificate of incorporation if the rights or preferences of such holders would
be subordinated or otherwise adversely affected thereby. In the election of
directors, the holders of Class A Common Stock, voting as a separate class, are
entitled to elect one director. The holders of Class A Common Stock and Class B
Common Stock, voting as a single class with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes, are entitled to elect the remaining directors. Holders of Class A Common
Stock and Class B Common Stock are not entitled to cumulate votes in the
election of directors. The ownership interest in the Company of Leonard Tow and
the Tow Trusts, constituting approximately 87.7% of the combined voting power of
both classes of Common Stock, gives them the power to elect all but one Class A
director as described above and to control the vote on all other matters
submitted to a vote of the Company's stockholders.
Liquidation Rights
Upon liquidation, dissolution or winding up of the Company, the holders
of the Class A Common Stock are entitled to share ratably with the holders of
Class B Common Stock in all assets available for distribution after payment in
full of creditors and after the preferential rights of holders of shares of
Preferred Stock then outstanding, if any, have been satisfied.
Other Provisions
Each share of Class B Common Stock is convertible at the option of its
holder into one share of Class A Common Stock at any time, and converts
automatically into one share of Class A Common Stock upon sale or other transfer
prior to December 31, 2010 to a person other than an associate. The holders of
Class A Common Stock and Class B Common Stock are not entitled to preemptive or
subscription rights. Neither the Class A Common Stock nor the Class B Common
Stock may be subdivided, consolidated, reclassified, or otherwise changed unless
concurrently the other class of shares is subdivided, consolidated,
reclassified, or otherwise changed in the same proportion and in the same
manner.
PREFERRED STOCK
The 100,000,000 shares of authorized and unissued Preferred Stock may be
issued with such designations, voting powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
and restrictions of such rights, as the Company's Board of Directors may
authorize, including but not limited to: (i) the distinctive designation of each
series and the number of shares that will constitute such series; (ii) the
voting rights, if any, of shares of such series; (iii) the dividend rate on the
shares of such series, any restriction, limitation or condition upon the payment
of such dividends, whether dividends shall be cumulative and the dates on which
dividends are payable; (iv) the prices at which, and the terms and conditions on
which, the shares of such series may be redeemed, if such shares are redeemable;
(v) the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of such series; (vi) any preferential amount payable upon
shares of such series in the event of the liquidation, dissolution or winding-up
of the Company or the distribution of its assets; and (vii) the prices or
-9-
<PAGE>
<PAGE>
rates of conversion at which, and the terms and conditions on which, the shares
of such series may be converted into other securities, if such shares are
convertible.
TRANSFER AGENT
The Transfer Agent and Registrar for the Class A Common Stock is
Mellon Securities Trust Company, Ridgefield Park, New Jersey.
THE SELLING SHAREHOLDERS
The Shares are being offered on behalf of the Selling Shareholders,
who acquired such shares as a result of the mergers, effective March 1, 1995, of
Kootenai and Pullman with subsidiaries of the Company. The names of the Selling
Shareholders and the number of Shares acquired by each of them, all of which are
being registered for resale hereunder, are as follows:
<TABLE>
<CAPTION>
Shareholders Number of Shares
- ------------ ----------------
<S> <C>
Donald A. Adams 47,580
Robert K. Allison 347,160
Gerald Buford Estate 83,266
Jay R. Busch 77,645
Samuel P. Evans 304,337
Philip J. Fagan, Jr 59,476
Mary Ford 11,895
Richard S. Henderson 11,895
Bruce Hensel 47,580
Robert G. Holman and Rebecca B. Holman 75,177
J. Paige Jenner and Maureen M. Jenner 314,375
B. J. Koenig 71,371
Richard Marshall 166,532
Craig O. McCaw 118,951
John Linton Muraglia 172,806
Hugh McCulloh 295,537
Elsa Patricia McCulloh 295,299
Robert L. Nagel 214,965
Barbara P. Raemer 23,790
Donald G. Reiman 23,790
Gordon Rock 461,352(1)
Shirley Reynolds-Rock 190,322
Gary Ross 11,895
Allen E. Royce 11,895
Jo C. Shepherd 118,951
Barbara R. Walker, Executor of the 23,790
Will of Wallace W. Walker
</TABLE>
- -----------------
(1) Includes 71,371 Shares held as custodian for each of Gregory Reynolds-Rock
and Dana Reynolds-Rock.
Except for John Linton Muraglia, who holds 1,000 shares of Class A
Common Stock, as trustee for Meridian Communications, Inc., the Selling
Shareholders do not own any shares of Class A Common Stock other than the Shares
referred to above.
-10-
<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
The Shares are being sold by the Selling Shareholders for their own
account; the Company will not receive any proceeds from the sales of the Shares
by the Selling Shareholders. The Selling Shareholders are not restricted as to
the price or prices at which they may sell the Shares. The aggregate proceeds to
the Selling Shareholders from the sale of the Shares will be the purchase price
of such Shares sold less the aggregate agents' or brokers' discounts or
commissions and other expenses of issuance and distribution not borne by the
Company. Further, the Selling Shareholders are not restricted as to the number
of Shares which may be sold at any one time.
The Selling Shareholders, or their pledgees, donees, transferees or
other successors, may sell the Shares in any of three ways: (i) through
broker-dealers; (ii) through agents or (iii) directly to one or more purchasers.
The distribution of the Shares may be effected from time to time in one or more
transactions (which may involve crosses or block transactions) (A) in the
over-the-counter market, (B) in transactions otherwise than in the
over-the-counter market or (C) through the writing of options on the Shares
(whether such options are listed on an options exchange or otherwise). Any of
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Selling Shareholders may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or commissions from purchasers of Shares for whom they
may act as agent (which discounts, concessions or commissions as to a particular
broker-dealer might be in excess of those customary in the types of transactions
involved). There is no plan to offer such Shares through underwriters or any
existing arrangement between the Selling Shareholders and any broker or dealer.
In connection with any sales, the Selling Shareholders and any
broker-dealer participating in such sales may be deemed to be underwriters
within the meaning of the Securities Act. Any commissions paid or any discounts
or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase shares as principal, any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act. The Selling Shareholders may indemnify any broker-dealer
that participates in transactions involving the sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
The Selling Shareholders must comply with the requirements of the
Securities Act and the Exchange Act and the rules and regulations thereunder in
offers and sales of their Shares. In particular, the Selling Shareholders may
not: (i) pay commissions or finder's fees to anyone other than normal brokers'
commissions paid to their brokers who execute their orders for sales; (ii) bid
for or purchase for their own account or the account of any affiliate or induce
others to bid for or purchase any of the Company's shares, including the Shares,
until the Shares have been sold; or (iii) make any bids for or purchases of such
shares, directly or indirectly, for the purpose of stabilizing the price of the
Class A Common Stock. Additionally, the Selling Shareholders, including brokers
through whom their sales are made as well as dealers who purchase Shares being
offered hereby for resale, must comply with the Prospectus delivery requirements
of the Securities Act during the term of this offering.
LEGAL MATTERS
The legality of the shares of Class A Common Stock offered will be
passed upon for the Company by Leavy Rosensweig & Hyman, New York, New York.
David Z. Rosensweig, a partner in the firm of Leavy Rosensweig & Hyman, is the
Secretary and a director of the Company.
-11-
<PAGE>
<PAGE>
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in auditing and
accounting.
The financial statements of ML California Cable Division, a Division of
M.L. Media Partners, L.P., for the years ended December 30, 1994 and December
31, 1993, incorporated in this Prospectus by reference to the Company's Current
Report on Form 8-K filed on May 15, 1995 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report which is incorporated
herein by reference and have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in auditing and accounting.
-12-
<PAGE>
