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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A2
Amendment No. 2 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 1996
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Century Communications Corp.
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(Exact name of registrant as specified in its charter)
1-9676
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(Commission File Number)
New Jersey 06-1158179
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(State other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 Locust Avenue
New Canaan, Connecticut 06840
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (203) 972-2000
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(Former name or former address, if changed since last report)
Page 1 of 8 Pages
Exhibit Index on Page 7
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Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following pro forma combined financial statements for Century
Communications Corp. and Subsidiaries are filed as part of this Amendment No. 2
to Current Report on Form 8-K to correct certain omissions in Amendment No. 1:
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Page
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<S> <C>
Pro Forma Combined Balance Sheet - as of February 28, 1996 F-1
Notes to Pro Forma Combined Financial Statements F-2
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(c) Exhibits.
The following exhibit is filed as part of this Amendment No. 2 to
Current Report on Form 8-K:
23 Consent of Deloitte & Touche LLP
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Century Communications Corp. and Subsidiaries
Unaudited Pro Forma Combined Balance Sheet
February 29, 1996 ( Amounts in Thousands)
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Pro Forma Adjustments
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ML California Pro Forma
ASSETS Century Cable Division Combined Acquisition Combined
CURRENT ASSETS: Comm. Corp. Pending Acquisition Debit Credit Acquisition
----------------- ------------------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Cash and short term investments $157,376 $7,009 $7,009 (a) $157,376
Accounts receivable -net 47,814 770 48,584
Prepaid expenses and other current assets 7,328 4,952 5,855 (b) 6,425
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TOTAL CURRENT ASSETS 212,518 12,731 12,864 212,385
PROPERTY, PLANT & EQUIPMENT - NET 540,469 47,479 $56,366 (c) $644,314
INVESTMENTS IN MARKETABLE EQUITY
SECURITIES 51,677 51,677
EQUITY INVESTMENTS IN CABLE TELEVISION
AND CELLULAR TELEPHONE SYSTEMS 122,772 122,772
DEBT ISSUANCE COSTS - NET 29,675 29,675
CABLE TELEVISION FRANCHISES - NET 355,837 10,988 174,196 (d) 541,021
CELLULAR TELEPHONE LICENSE - NET 366,928 366,928
GOODWILL - NET 265,439 29,960 29,960 (e) 265,439
OTHER ASSETS - NET 25,107 2,178 2,178 (f) 25,107
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TOTAL $1,970,422 $103,336 $230,562 $45,002 $2,259,318
================== ============= =========== ============= ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long term debt $5,729 $98,680 $98,680 (g) $5,729
Accounts payable 48,738 174 48,912
Accrued interest payable 37,795 147 147 (g) 37,795
Other accrued expenses 45,813 4,629 3,699 (b) 46,743
Customer deposits and prepayments 13,149 492 13,641
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TOTAL CURRENT LIABILITIES 151,224 104,122 98,827 152,820
LONG TERM DEBT 1,781,790 $287,300 (h) 2,069,090
DEFERRED INCOME TAXES 99,681 99,681
MINORITY INTEREST IN SUBSIDIARIES 173,782 173,782
SUBSIDIARY CONVERTIBLE REDEEMABLE
PREFERRED STOCK 179,440 179,440
COMMON STOCKHOLDERS' (DEFICIENCY) EQUITY (415,495) (786) 786 (i) (415,495)
------------------ ------------- ---------- --------------- -----------
TOTAL $1,970,422 $103,336 $98,827 $288,086 $2,259,318
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See notes to pro forma combined financial statements.
F-1
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CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (AMOUNTS IN THOUSANDS)
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1. BASIS OF PRESENTATION
The pro forma combined financial statements include the financial position
and results of operations of Century Communications Corp. and subsidiaries
(the "Company") and the acquisition of ML California Cable Division (the
"Acquisition"), a division of ML Media Partners, L.P., as if such acquisition
had been consummated as of the beginning of each fiscal period presented for
the pro forma statements of operations and as of February 28, 1996 for the
combined pro forma balance sheet.
The purchase price of the Acquisition was $287,300, subject to further
adjustments as specified in the Asset Purchase Agreement.
2. PRO FORMA ADJUSTMENTS
COMBINED BALANCE SHEET
(a) Reverse cash and short term investments of the Acquisition which will
not be acquired by the Company.
(b) Reverse receivable from an affiliate of the Acquisition and certain
other assets and liabilities which will not be acquired by the Company.
(c) Record purchase price allocated to property, plant and equipment.
(d) Record purchase price allocated to cable television franchises.
(e) Reverse historical goodwill of the Acquisition based on purchase price
allocation.
(f) Reverse the intangible assets capitalized by the Acquisition which
represent no future value to the Company and reverse the escrow payment
made by the Company in relation to the Acquisition.
(g) Reverse accrued interest and debt of the Acquisition which will not be
assumed by the Company.
(h) Record $287,300 of debt which was used by the Company to fund the
acquisition.
(i) Reverse equity of the Acquisition.
F-2
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COMBINED STATEMENT OF OPERATIONS
(a) Reverse management fees and expense recorded by the Acquisition as such
management agreements were terminated after the acquisition.
(b) Reverse depreciation and amortization costs related to capitalized
assets of the Acquisition and record depreciation of fixed assets and
amortization of cable television franchises in accordance with the
Company's accounting policies.
(c) Reverse interest expense incurred by the Acquisition on debt not assumed
by the Company and record incremental interest expense as if the
$287,300 of debt was outstanding for each fiscal period presented at an
interest rate of 6.8%.
(d) Assumes that no income tax benefit will be recorded related to the loss
before income taxes of the Acquisition after considering pro forma
adjustments. This assumption is based on a full valuation allowance
being recorded against the resulting deferred tax asset, given the
Acquisition's history of losses.
F-3
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SIGNATURES
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 COMMUNICATIONS CORP.
By: /s/ Scott N. Schneider
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Name: Scott N. Schneider
Title: Senior Vice President, Treasurer
and Chief Accounting Officer
Date: August 15, 1996
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EXHIBIT INDEX
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Exhibit Page
No. Description No.
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<S> <C> <C>
23 Consent of Deloitte & Touche LLP 8
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-50779 of Century Communications Corp. on Form S-3 of our report dated
May 31, 1996 with regard to the financial statements of ML California
Cable Division, a Division of ML Media Partners, L.P., for the years ended
December 29, 1995 and December 30, 1994, in the Century Communications Corp.
Form 8-K/A2 dated August 16, 1996, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
Stamford, Connecticut
August 15, 1996
