<PAGE>
<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 4, 1997)
$100,000,000 8 3/8% SENIOR NOTES DUE 2007
CENTURY
[LOGO] COMMUNICATIONS
CORP.
Interest on the 8 3/8% Senior Notes due December 15, 2007 (the 'Notes') of
Century Communications Corp. (the 'Company') is payable semi-annually on June 15
and December 15 of each year, commencing June 15, 1998. The Notes may not be
redeemed by the Company prior to maturity.
SEE 'RISK FACTORS' BEGINNING ON PAGE 3 OF THE PROSPECTUS FOR 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 SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Underwriter (as defined herein) has agreed to purchase the Notes from
the Company at 97.534% of their principal amount (resulting in $97,534,000
aggregate proceeds to the Company, before deducting expenses payable by the
Company estimated at $300,000), plus accrued interest, if any, from December 10,
1997 to the date of delivery, subject to the terms and conditions as set forth
in the Underwriting Agreement.
The Underwriter proposes to offer the Notes from time to time for sale in one or
more negotiated transactions, or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. For further information with respect to the plan of
distribution and any discounts, commissions or profits on resale that may be
deemed underwriting discounts or commissions, see 'Underwriting' herein. The
Company has agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
'Securities Act').
The Notes are offered by the Underwriter, subject to prior sale, when, as and if
issued to and accepted by the Underwriter, subject to approval of certain legal
matters by counsel for the Underwriter and certain other conditions. The
Underwriter reserves the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is anticipated that delivery of the Notes
will be made only in book-entry form through the facilities of The Depository
Trust Company in New York, New York, on or about December 10, 1997.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
The date of this Prospectus Supplement is December 4, 1997.
<PAGE>
<PAGE>
THE UNDERWRITER PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES IN THE OPEN
MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE 'UNDERWRITING.'
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
(estimated to be $97,234,000, after deducting expenses payable by the Company of
approximately $300,000) will be used to repay temporarily a portion of the
long-term debt outstanding under two credit agreements executed by subsidiaries
of the Company and various banks (the 'Credit Agreements'). Further borrowings
may be made under the Credit Agreements until August 31, 1999 for general
corporate purposes, including, but not limited to, the financing of capital
expenditures, investments, purchases of the Company's securities and
acquisitions. The Credit Agreements each expire on August 31, 2004 and provide
for mandatory principal repayments commencing November 30, 1999. At December 3,
1997, the aggregate principal amount outstanding under the Credit Agreements was
approximately $185,000,000, which bore an effective weighted average rate of
interest of approximately 6.5%.
S-2
<PAGE>
<PAGE>
SELECTED FINANCIAL INFORMATION
The selected consolidated financial information set forth below for the
five years ended May 31, 1997 has been derived from the Company's audited
consolidated financial statements. Such information should be read in
conjunction with, and is qualified in its entirety by, the consolidated
financial statements and notes thereto incorporated into the accompanying
Prospectus by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1997. The selected consolidated financial information
set forth below for the three months ended August 31, 1997 and 1996,
respectively, has been derived from the Company's unaudited consolidated
financial statements which in the opinion of management reflect all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of interim data.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEARS ENDED MAY 31, AUGUST 31,
-------------------------------------------------------------- -----------------------
1993 1994 1995 1996 1997 1997 1996
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.............................. $ 345,131 $ 374,599 $ 416,687 $ 495,274 $ 643,490 $ 180,749 $ 153,004
---------- ---------- ---------- ---------- ---------- ---------- ----------
Cost of services, selling, general and
administrative expenses............. 151,742 165,500 214,054 228,182 305,379 86,501 67,708
Regulatory restructuring charge....... -- -- 4,000 -- -- -- --
Depreciation and amortization......... 138,547 151,296 171,931 216,777 261,778 67,054 62,650
Australian operations................. -- -- -- 24,067 30,562 8,130 6,960
Write-down of Australian assets....... -- -- -- 10,000 40,000 -- 40,000
---------- ---------- ---------- ---------- ---------- ---------- ---------
Operating income (loss)............... 54,842 57,803 26,702 16,248 5,771 19,064 (24,314)
Interest expense...................... 112,294 121,698 139,001 172,215 200,743 52,296 48,424
Other(1).............................. (19,661) (21,968) (29,674) (53,850) (60,679) (8,664) (11,526)
Extraordinary item -- loss on early
retirement of debt(4)............... -- -- -- -- 7,582 -- --
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net loss.............................. $ (37,791) $ (41,927) $ (82,625) $ (102,117) $ (141,875) $ (24,568) $ (61,212)
---------- ---------- ---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net loss per common share............. $ (.49) $ (.53) $ (1.01) $ (1.44) $ (1.96) $ (.34) $ (.84)
---------- ---------- ---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------- ---------- ---------
Dividend on subsidiary convertible
redeemable preferred stock.......... $ 5,883 $ 5,838 $ 4,419 $ 4,256 $ 4,850 $ 1,259 $ 1,098
---------- ---------- ---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------- ---------- ---------
Loss applicable to common shares...... $ (43,674) $ (47,765) $ (87,044) $ (106,373) $ (146,725) $ (25,827) $ (62,310)
---------- ---------- ---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------- ---------- ---------
</TABLE>
<TABLE>
<CAPTION>
AS OF MAY 31,
---------------------------------------------------------------
1993 1994 1995 1996 1997
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
CABLE SUBSCRIBER DATA:
Homes passed................................................. 1,650,900 1,675,000 1,790,000 2,060,000 2,245,000
Basic subscribers............................................ 934,000 945,000 1,100,000 1,250,000 1,273,000
Penetration.................................................. 56.6% 56.4% 61.5% 60.7% 56.7%
WIRELESS POPS AND SUBSCRIBER DATA (2)(3):
Net pops of Domestic Wireless Telephone Systems and Puerto
Rico Wireless Telephone System............................. 2,465,247 3,310,100 8,290,600 8,880,900 9,019,300
Net pops of minority owned systems........................... 1,052,200 1,079,400 1,079,400 1,100,800 1,100,800
---------- ---------- ---------- ---------- -----------
Total Net pops.......................................... 3,517,447 4,389,500 9,370,000 9,981,700 10,120,100
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
Subscribers of Domestic Wireless Telephone Systems and Puerto
Rico Wireless Telephone System............................. 33,600 49,040 85,920 135,000 203,900
Pro rata share of subscribers of minority owned systems...... 30,520 42,000 57,900 83,000 105,000
---------- ---------- ---------- ---------- -----------
Total subscribers....................................... 64,120 91,040 143,820 218,000 308,900
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
</TABLE>
- ------------
(1) Other is comprised primarily of provision (benefit) for income taxes
computed in accordance with Financial Accounting Standards Board Statement
('SFAS') No. 96 'Accounting for Income Taxes' effective May 31, 1993, SFAS
No. 109 'Accounting for Income Taxes', the loss attributable to minority
partners, gain on sale of assets, the early termination of certain interest
rate hedge agreements in 1993 related to the refinancing of one of the
Company's bank credit agreements and the subsequent reduction of floating
rate debt to which such agreements were matched.
(2) 'Net pops' means the population of a wireless telephone market, based upon
the 1990 Census Report of the Bureau of the Census, United States Department
of Commerce, multiplied by Centennial Cellular's percentage ownership
interest in an entity licensed by the Federal Communications Commission to
construct or operate a wireless telephone system in that market.
(3) Net pops and subscribers of Domestic Wireless Telephone Systems have been
adjusted to reflect, retroactive to 1992, systems exchanged and disposed of.
(4) Net of income tax benefit of $5,379.
S-3
<PAGE>
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes supplements
and, to the extent it is inconsistent therewith, replaces the description of the
general terms of the Debt Securities set forth under the heading 'Description of
Debt Securities' in the accompanying Prospectus, to which description reference
is made. The Notes will be issued pursuant to an Indenture dated as of February
15, 1992 between the Company and First Trust of California, National
Association, successor trustee to Bank of America National Trust and Savings
Association, as trustee (the 'Trustee'), as supplemented by an Eighth
Supplemental Indenture to be dated as of December 10, 1997 (such Indenture, as
supplemented by the First Supplemental Indenture dated as of February 15, 1992,
Second Supplemental Indenture dated as of August 15, 1992, Third Supplemental
Indenture dated as of April 1, 1993, Fourth Supplemental Indenture dated as of
March 6, 1995, Fifth Supplemental Indenture dated as of January 23, 1997, Sixth
Supplemental Indenture dated as of September 29, 1997, Seventh Supplemental
Indenture dated as of November 13, 1997 and Eighth Supplemental Indenture,
collectively the 'Indenture'). The Indenture is referred to in the Prospectus as
the 'Senior Indenture.' The Notes are 'Senior Debt Securities' as that term is
used in the Prospectus and are also referred to in the Prospectus as the
'Offered Debt Securities.'
GENERAL
The Notes are limited to $100,000,000 aggregate principal amount and will
be issued in fully registered form, without coupons, in denominations of $1,000
and integral multiples thereof. The Notes will mature on December 15, 2007.
The Notes will bear interest from December 10, 1997 at a rate of 8 3/8% per
annum, payable semi-annually on June 15 and December 15 of each year, commencing
June 15, 1998, to the person in whose name each Note was registered at the close
of business on the preceding June 1 and December 1, respectively, subject to
certain exceptions. Interest on the Notes will be computed on the basis of a
360-day year of twelve 30-day months.
The Notes will rank pari passu with all existing and future Senior
Indebtedness (as that term is used in the Prospectus) of the Company, including
the 9 3/4% Senior Notes due 2002, the 9 1/2% Senior Notes due 2000, the Senior
Discount Notes due 2003, the 9 1/2% Senior Notes due 2005, the 8 7/8% Senior
Notes due 2007, the 8 3/4% Senior Notes due 2007 and the 8 3/8% Senior Notes due
2017 and will be senior in right of payment to all existing and future
subordinated indebtedness of the Company.
BOOK-ENTRY DEBT SECURITIES
The Notes will be issued in the form of one or more fully registered Global
Notes which will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York ('DTC') and registered in the name of DTC's nominee
or will remain in the custody of the Trustee pursuant to the FAST Balance
Certificate Agreement between DTC and the Trustee. Except as set forth below,
owners of beneficial interests in the Global Note will not be entitled to have
Notes registered in their names, will not receive or be entitled to receive
physical delivery of Notes in definitive form and will not be considered the
owners or holders thereof for any purpose under the Indenture.
The Company expects that pursuant to procedures established by DTC (i) upon
the issuance of the Global Note, DTC or its custodian will credit, on its
internal system, the principal amount of Notes of the individual beneficial
interests represented by such Global Note to the respective accounts for persons
who have accounts with DTC and (ii) ownership of beneficial interest in the
Global Note will be shown on, and the transfer of such ownership will be
effected only through, records maintained by DTC or its nominee (with respect to
interests of persons who have accounts with DTC ('participants')) and the
records of participants (with respect to interests of persons other than
participants). Ownership of beneficial interests in the Global Note will be
limited to persons who have accounts with DTC participants or persons who hold
interests through participants.
So long as DTC or its nominee is the registered owner or holder of the
Notes, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the Notes represented by such Global Note for all purposes
under the Indenture. No beneficial owner of an interest in the Global Note will
be able to transfer that interest except in accordance with DTC's procedures, in
addition to those provided for under the Indenture with respect to the Notes.
S-4
<PAGE>
<PAGE>
Payments of the principal of, premium, if any, and interest in respect of,
the Global Note will be made to DTC or its nominee, as the case may be, as the
registered owner thereof. None of the Company, the Trustee or any paying agent
of the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Note or for maintaining, supervising, or reviewing any
records relating to such beneficial ownership interest.
The Company expects that DTC or its nominee, upon receipt of any payment of
principal, premium, if any, or interest in respect of the Global Note will
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Note as
shown on the records of DTC or its nominee. The Company also expects that
payments by participants to owners of beneficial interests in the Global Note
held through such participants will be governed by standing instructions and
customary practice, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. Such payments
will be the responsibility of such participants.
Transfers between participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in clearinghouse funds. If a
holder requires physical delivery of a certificated Note for any reason,
including to sell the Notes to persons in states that require physical delivery
of the certificated Notes, or to pledge such securities, such holder must
transfer its interest in the Global Note in accordance with the normal
procedures of DTC and with the procedures set forth in the Indenture.
DTC has advised the Company that it will take any action permitted to be
taken by a holder of Notes (including the presentation of Notes for exchange as
described below) only at the direction of one or more participants to whose
account the DTC interests in the Global Note are credited and only in respect of
such portion of the aggregate principal amount of the Notes as to which such
participant or participants has or have given such direction. However, if there
is an Event of Default under the Indenture, DTC will exchange the Global Note
for certificated Notes, which it will distribute to its participants.
DTC has advised the Company as follows: DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a 'clearing corporation' within the meaning of the
Uniform Commercial Code and a 'clearing agency' registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its participants through electronic book entry changes in
accounts of its participants, thereby eliminating the need for physical movement
of certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and certain other organizations.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ('indirect
participants').
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interest in the Global Note among participants of DTC, it is under
no obligation to perform such procedures, and such procedures may be
discontinued at any time. Neither the Company nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.
If (i) the Company notifies the Trustee in writing that DTC is at any time
unwilling or unable to continue as a depository for the Global Note and a
successor depository is not appointed by the Company within 90 days, or (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Notes in definitive form under the Indenture, then, upon
surrender by DTC of the Global Note, certificated Notes will be issued to each
person that DTC identifies as the beneficial owner of Notes represented by the
Global Note.
REDEMPTION
The Notes may not be redeemed prior to maturity on December 15, 2007. See
'Certain Rights to Require Purchase of Notes.'
S-5
<PAGE>
<PAGE>
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which no
definition is provided.
'Advance' means any direct or indirect advance, loan, guarantee, transfer
(pursuant to contract or otherwise) or other extension of credit or capital
contribution (in cash or other property) by the Company or any Subsidiary, as
the case may be, to, or any purchase or other acquisition by such person of any
Capital Stock, equity or other ownership interests, bonds, notes, debentures or
other securities of, any Subsidiary or any other Affiliate of the Company, as
the case may be, but not including: (i) any Advance from the Company or any
Subsidiary to any Affiliate for use by such Affiliate in the ordinary course of
its business on terms that are no less favorable to the Company or such
Subsidiary than those that could have been obtained in a comparable transaction
by the Company or such Subsidiary from a Person who is not an Affiliate, or (ii)
any Advance from the Company or any directly or indirectly 90%-owned Subsidiary
to any other directly or indirectly 90%-owned Subsidiary or the Company. For
purposes of subclause (i) of this definition, expenditures in the ordinary
course of business shall mean and include expenditures for working capital,
capital improvements and acquisitions in the communications and media fields
whether by purchase of assets, capital stock or partnership or other equity
interests or by the formation of joint ventures, partnerships or other entities.
'Affiliate' of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
'control' (including, with correlative meanings, the terms 'controlled by' and
'under common control with'), when used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities or by agreement or otherwise.
'Asset Sale' means the sale, transfer, or other disposition (other than to
the Company or any of its Subsidiaries) in any single transaction or series of
related transactions of (a) any Capital Stock of any Subsidiary, (b) all or
substantially all of the assets of the Company or any Subsidiary or (c) all or
substantially all of the assets of a division, line of business, or comparable
business segment of the Company or any Subsidiary.
'Capitalized Lease Obligation' means, as applied to any Person, any lease
of any property (whether real, personal or mixed) by that Person or lessee
which, in conformity with GAAP, is required to be accounted for as a capital
lease on the balance sheet of that Person.
'Capital Stock' means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) corporate stock and any and all equity, beneficial or
ownership interests in, or participations or other equivalents in, any
partnership, association, joint venture or other business entity.
'Cash Flow Available for Interest Expense' means, for any Person, for any
period, (A) the sum of the amount for such period of (i) Net Income, (ii)
Interest Expense, (iii) provisions for taxes based on income (excluding taxes
related to gains and losses excluded from the definition of Net Income), (iv)
depreciation expense, (v) amortization expense, and (vi) any other non-cash
items reducing the Net Income of such Person for such period, minus (B) all
non-cash items increasing Net Income of such Person, all as determined in
accordance with GAAP; provided that if, during such period, such Person shall
have made any Asset Sale, Cash Flow Available for Interest Expense of such
Person for such period shall be reduced by an amount equal to the Cash Flow
Available for Interest Expense (if positive) directly attributable to the assets
which are the subject of such Asset Sale for the period subsequent to such sale
or increased by an amount equal to the Cash Flow Available for Interest Expense
(if negative) directly attributable thereto for such period.
'Consolidated Cash Flow Available for Interest Expense' means, for any
Person, for any period, (A) the sum of the amount for such period of (i)
Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) provisions
for taxes based on income (excluding taxes related to gains and losses excluded
from the definition of Consolidated Net Income or Net Income), (iv) depreciation
expense, (v) amortization expense, and (vi) any other non-cash items reducing
the Consolidated Net Income of such Person for such period, minus (B) all
non-cash items increasing Consolidated Net Income of such Person for such
period, all as determined on a consolidated basis for such Person and its
Subsidiaries in
S-6
<PAGE>
<PAGE>
accordance with GAAP; provided that if, during such period, the Company or any
of its Subsidiaries shall have made any Asset Sale, Consolidated Cash Flow
Available for Interest Expense of the Company for such period shall be reduced
by an amount equal to the Consolidated Cash Flow Available for Interest Expense
(if positive) directly attributable to the assets which are the subject of such
Asset Sale for the period subsequent to such sale or increased by an amount
equal to the Consolidated Cash Flow Available for Interest Expense (if negative)
directly attributable thereto for such period.
'Consolidated Interest Expense' of any Person means, with respect to any
period, the aggregate Interest Expense of such Person and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; provided, however,
that Consolidated Interest Expense of the Company shall only include the
Interest Expense of any Subsidiary of the Company which, at the date of
determination of the Interest Expense Ratio of the Company, has an Interest
Expense Ratio of less than the ratios set forth below:
<TABLE>
<CAPTION>
PERIOD RATIO
- ---------------------------------------------------------------------- -----------
<S> <C>
November 15, 1988 -- November 14, 1990................................ 1.25 to 1.0
November 15, 1990 -- November 14, 1991................................ 1.35 to 1.0
Thereafter............................................................ 1.50 to 1.0
</TABLE>
'Consolidated Net Income' with respect to any specified Person means, for
any period, the aggregate of the Net Income of such specified Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income of any other Person which is not a
Subsidiary or is accounted for by such specified Person by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid to such specified Person or a Subsidiary, and (ii) the Net
Income of any other Person acquired by such specified Person or a Subsidiary of
such Person in a pooling of interests transaction for any period prior to the
date of such acquisition shall be excluded and (iii) the Net Income (if
positive) of any Subsidiary that is subject to restrictions, direct or indirect,
on the payment of dividends or the making of distributions to such specified
Person shall be excluded to the extent of such restrictions.
'Currency Agreement' means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect against
fluctuations in currency values.
'Debt' of any Person means (without duplication) any indebtedness,
contingent or otherwise, in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (except any such balance that constitutes a trade payable
or an accrued liability arising in the ordinary course of business that is not
overdue by more than 120 days or that is being contested in good faith), if and
to the extent any of the foregoing indebtedness would appear as a liability upon
a balance sheet of the Company in accordance with GAAP.
'GAAP' means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession as in effect on the date of the Indenture.
'Indebtedness' of any Person shall mean the Debt of such Person and shall
also include, to the extent not otherwise included, any Capitalized Lease
Obligation, the maximum fixed repurchase price of any Redeemable Stock,
Indebtedness secured by a Lien to which the property or assets owned or held by
the Company are subject (whether or not the obligations secured thereby shall
have been assumed), guarantees of items that would constitute Indebtedness under
this definition (whether or not such items would appear upon the balance sheet
of such Person), letters of credit and letter of credit reimbursement
obligations (whether or not such items would appear on such balance sheet), and
obligations in respect of Currency Agreements and Interest Swap Obligations, and
any renewal, extension, refunding or amendment of any of the foregoing. For
purposes of the preceding sentence, the maximum fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Stock as if such
Redeemable Stock were repurchased on any date on which Indebtedness shall be
S-7
<PAGE>
<PAGE>
required to be determined pursuant to the Indenture, and if such price is based
upon or measured by the fair market value of such Redeemable Stock (or any
equity security for which it may be exchanged or converted) such fair market
value shall be determined in good faith by the Board of Directors. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability of any such contingent obligations at such date.
'Interest Expense' of any Person means, for any period, the aggregate
amount of (i) interest in respect of Indebtedness of such Person (including
amortization of original issue discount on any such Indebtedness and the
interest portion of any deferred payment obligation, calculated in accordance
with the effective interest method of accounting, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and the net costs associated with Interest Swap Obligations
and Currency Agreements), (ii) all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or accrued by such Person during such period, and (iii) any dividends or
distributions paid on any Redeemable Stock of such Person, all as determined in
accordance with GAAP.
'Interest Expense Ratio' means, for the Company, the ratio of (i) the
aggregate amount of Consolidated Cash Flow Available for Interest Expense of the
Company for the four fiscal quarters for which financial information in respect
thereof is available immediately prior to the date of the transaction giving
rise to the need to calculate the Interest Expense Ratio (the 'Transaction
Date') to (ii) the aggregate Consolidated Interest Expense which the Company
will accrue during the fiscal quarter in which the Transaction Date occurs and
the three fiscal quarters immediately subsequent to such fiscal quarter,
assuming the Consolidated Interest Expense accruing on the amount of the
Company's Indebtedness on the Transaction Date and reasonably anticipated by the
Company in good faith to be outstanding from time to time during such period
(assuming the continuation of market interest rate levels prevailing on the
Transaction Date in any calculation of Interest Expense relating to Indebtedness
the interest on which is a function of such market interest rate levels).
'Interest Expense Ratio' means, for any other Person, the ratio of (i) the
aggregate amount of Cash Flow Available for Interest Expense of such other
Person for the four fiscal quarters for which financial information in respect
thereof is available immediately prior to the relevant Transaction Date to (ii)
the aggregate Interest Expense which such other Person will accrue during the
fiscal quarter in which the Transaction Date occurs and the three fiscal
quarters immediately subsequent to such fiscal quarter, assuming the Interest
Expense accruing on the amount of such other Person's Indebtedness on the
Transaction Date and reasonably anticipated by such other Person in good faith
to be outstanding from time to time during such period (assuming the
continuation of market interest rate levels prevailing on the Transaction Date
in any calculation of Interest Expense relating to Indebtedness the interest on
which is a function of such market interest rate levels).
'Interest Swap Obligations' shall mean the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payment made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount.
'Lien' means any lien, security interest, charge or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, and any agreement to give any security interest).
'Net Income' of any Person shall mean the net income (loss) of such Person,
determined in accordance with GAAP, excluding, however, any gain (but not loss)
realized upon the sale or other disposition (including, without limitation,
dispositions pursuant to sale and leaseback transactions) of any real property
or equipment of such Person which is not sold or otherwise disposed of in the
ordinary course of business and any gain (but not loss) realized upon the sale
or other disposition of any Capital Stock of such Person or a Subsidiary of such
Person.
'Permitted Investment' means any investment after November 10, 1988 (a)
which when aggregated with all other outstanding Permitted Investments does not
exceed the aggregate of $50 million (excluding amounts which may be used to
acquire the remaining interests in the non-wireline cellular telephone systems
in Elkhart, Indiana, Lincoln, Nebraska and Charlottesville and Lynchburg,
Virginia)
S-8
<PAGE>
<PAGE>
plus (i) the amount of Proceeds from the issuance or sale of Capital Stock of
the Company after November 15, 1988, (ii) the amount of Proceeds from the
issuance of indebtedness which is converted or exchanged for Capital Stock of
the Company after November 15, 1988, and (iii) amounts from dividends or
distributions made to the Company or any Restricted Subsidiary from an
Unrestricted Subsidiary after November 15, 1988, and (b) which is (i) loaned or
contributed to any Affiliate controlled, directly or indirectly, by the Company
in the ordinary course of business on terms that are no less favorable to the
Company or the Restricted Subsidiary than those that could have been obtained in
a comparable transaction by the Company or such Restricted Subsidiary from a
Person who is not an Affiliate, or (ii)(A) loaned or contributed to any
Unrestricted Subsidiary or (B) made by way of a guarantee by the Company or a
Restricted Subsidiary of Indebtedness of an Unrestricted Subsidiary. A Permitted
Investment in an Unrestricted Subsidiary will be deemed to be no longer
outstanding if such Unrestricted Subsidiary has been classified a Restricted
Subsidiary.
'Proceeds' means, with respect to any issuance or sale of securities, cash
or the fair market value of property other than cash (as determined by the Board
of Directors whose determination shall be evidenced by a resolution of the Board
of Directors filed with the Trustee) received in connection therewith.
'Pro Forma Operating Cash Flow' means, for any period, (A) the sum of the
amount for such period of (i) Net Income, (ii) Interest Expense, (iii)
provisions for taxes based on income (excluding taxes related to gains and
losses excluded from the definition of Consolidated Net Income or Net Income),
(iv) depreciation expense, (v) amortization expense, and (vi) any other non-cash
items reducing the Net Income of such Person for such period, minus (B) all
non-cash items increasing Net Income of such Person for such period, all as
determined on a consolidated basis for the Company and its Restricted
Subsidiaries in accordance with GAAP after giving effect to the following: (i)
if, during such period, the Company or any of its Restricted Subsidiaries shall
have made any Asset Sale, Pro Forma Operating Cash Flow of the Company for such
period shall be reduced by an amount equal to the Pro Forma Operating Cash Flow
(if positive) directly attributable to the assets which are the subject of such
Asset Sale for the period subsequent to such sale or increased by an amount
equal to the Pro Forma Operating Cash Flow (if negative) directly attributable
thereto for such period and (ii) if, during such period, Indebtedness is
incurred by the Company or any of its Restricted Subsidiaries for or in
connection with the acquisition of any Person or business which immediately
after acquisition is a Subsidiary or whose assets are held directly by the
Company or a Subsidiary, Pro Forma Operating Cash Flow shall be computed so as
to give pro forma effect to the acquisition of such Person or business.
'Redeemable Stock' means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the
Maturity Date (as defined in the Indenture) of the Notes.
'Restricted Subsidiary' means (a) any Subsidiary of the Company, whether
existing on or after the date of the Indenture, unless such Subsidiary is an
Unrestricted Subsidiary or shall have been classified as an Unrestricted
Subsidiary by a resolution adopted by the Board of Directors of the Company and
(b) an Unrestricted Subsidiary which is reclassified as a Restricted Subsidiary
by a resolution adopted by the Board of Directors of the Company, provided that
on and after the date of such reclassification such Unrestricted Subsidiary
shall not incur Indebtedness other than that permitted to be incurred by a
Restricted Subsidiary under the provisions of the Indenture. Notwithstanding the
foregoing, Century-ML Cable Venture and its Subsidiaries and Century Venture
Corp. and its Subsidiaries shall be Restricted Subsidiaries unless any of the
foregoing shall be reclassified as an Unrestricted Subsidiary pursuant to clause
(d) of the definition of an Unrestricted Subsidiary.
'Subsidiary' of any specified Person means (i) a corporation a majority of
whose Capital Stock with voting power, under ordinary circumstances, to elect
directors is at any time, directly or indirectly, owned by such Person or by
such Person and a Subsidiary or Subsidiaries of such Person or by a Subsidiary
or Subsidiaries of such Person or (ii) any other Person (other than a
corporation) in which such Person or such Person and a Subsidiary or
Subsidiaries of such Person or a Subsidiary or
S-9
<PAGE>
<PAGE>
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof has at least majority ownership interest.
'Unrestricted Subsidiary' means (a) Century Cellular Holding Corp.,
provided that Century Cellular Holding Corp. may be reclassified as a Restricted
Subsidiary pursuant to clause (b) of the definition of Restricted Subsidiary,
(b) any Subsidiary as of the date of the Indenture which is not a Restricted
Subsidiary, (c) any Subsidiary of an Unrestricted Subsidiary and (d) any
Subsidiary organized or acquired after the date of the Indenture which is
classified as an Unrestricted Subsidiary by a resolution adopted by the Board of
Directors of the Company; provided that a Subsidiary may be so classified as an
Unrestricted Subsidiary only if immediately after the date of such
classification, the Company and its Restricted Subsidiaries would have
investments in such Subsidiary which would be Permitted Investments; and
provided further, that, notwithstanding the foregoing, no Subsidiary which is a
Restricted Subsidiary as of the date of the Indenture shall be reclassified as
an Unrestricted Subsidiary or be a Subsidiary of an Unrestricted Subsidiary.
Centennial Cellular is a subsidiary of Century Cellular Holding Corp. The
Trustee shall be given prompt notice by the Company of each resolution adopted
by the Board of Directors under this provision, together with a copy of each
such resolution adopted.
'U.S. Government Obligations' means securities that are (i) direct
obligations of the United States of America for payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation of the United States of America, which, in either case under
clause (i) or (ii), are not callable or redeemable at the option of the issuer
thereof, and will also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specified payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.
CERTAIN COVENANTS
Dividend and Stock Purchase Restrictions. The Indenture provides that,
notwithstanding the restrictions on dividends and Capital Stock purchases by the
Company and its Subsidiaries, certain of which are referred to below, such
restrictions will not prevent (A) the payment of an amount not to exceed
$150,000,000 in the aggregate to repurchase shares of the common stock of the
Company, (B) the payment of any dividend within 60 days after the date of
declaration when the payment would have complied with the dividend restrictions
set forth below on the date of declaration or (C) the purchase, redemption,
acquisition or other retirement of any shares of the Company's Capital Stock by
exchange for, or out of the proceeds of the substantially concurrent sale of,
other shares of its Capital Stock (other than Redeemable Stock).
The Indenture provides that the Company will not, directly or indirectly,
(i) declare or pay any dividend on, or make any distribution to the holders (as
such) of, any shares of its Capital Stock (other than dividends or distributions
payable in Capital Stock (other than Redeemable Stock) of the Company); or (ii)
purchase, redeem or otherwise acquire or retire for value any Capital Stock of
the Company, any Subsidiary or other Affiliate (other than any such Capital
Stock owned by the Company or any directly or indirectly wholly-owned Subsidiary
of the Company); or (iii) permit any Subsidiary to declare or pay any dividend
on, or make any distribution to the holders (as such) of, any shares of its
Capital Stock except to the Company or a directly or indirectly wholly-owned
Subsidiary of the Company (other than dividends or distributions payable in
Capital Stock (other than Redeemable Stock) of such Subsidiary or the Company);
or (iv) permit any Subsidiary to purchase, redeem or otherwise acquire or retire
for value any Capital Stock of such Subsidiary, the Company or any Affiliate of
either of them (other than any such Capital Stock owned by the Company or any
directly or indirectly wholly-owned Subsidiary of the Company); or (v) make, or
permit any Subsidiary to make, an Advance (all of the foregoing, 'Restricted
Payments'; provided, however, that Restricted Payments shall not include any
amounts paid for the acquisition from a non-Affiliate of any Capital Stock of a
S-10
<PAGE>
<PAGE>
Subsidiary or other Affiliate) if at the time of such action (a) an Event of
Default (as defined in the Indenture) shall have occurred and be continuing, or
shall occur as a consequence thereof, or (b) if upon giving effect to such
payment the aggregate amount expended for all such Restricted Payments
subsequent to November 21, 1988 shall exceed the sum of (i) the excess of (X)
the aggregate of Consolidated Cash Flow Available for Interest Expense of the
Company accrued during all fiscal quarters ended subsequent to May 31, 1988 over
(Y) the product of (1) 1.2 and (2) the aggregate of Consolidated Interest
Expense of the Company accrued during all fiscal quarters ended subsequent to
May 31, 1988, (ii) the aggregate net proceeds, including cash and the fair
market value of property other than cash, received by the Company from the issue
or sale, after November 21, 1988, of Capital Stock of the Company (other than
Redeemable Stock), including upon the exercise of any warrant, other than in
connection with the conversion or exchange of any Indebtedness or Capital Stock,
and (iii) the aggregate net proceeds received by the Company, subsequent to
November 21, 1988, from the issue or sale of any debt securities or Redeemable
Stock of the Company, if, at the time the determination is made, such debt
securities or Redeemable Stock, as the case may be, has been converted into or
exchanged for Capital Stock of the Company (other than Redeemable Stock).
Limitation on Indebtedness. The Indenture provides that the Company will
not, and will not permit any Restricted Subsidiary to, directly or indirectly,
create, incur, issue, assume or become liable for, contingently or otherwise
(collectively an 'incurrence'), any Indebtedness (other than the Notes) unless,
after giving effect to such incurrence on a pro forma basis, Indebtedness of the
Company and its Restricted Subsidiaries, on a consolidated basis, shall not be
more than nine times Pro Forma Operating Cash Flow for the four fiscal quarters
immediately preceding such incurrence. For purposes of the above, an incurrence
will not be deemed to occur when any Person becomes a Subsidiary by merger,
consolidation, acquisition or otherwise. Notwithstanding the above, the
Indenture does not limit (i) Indebtedness incurred in connection with Currency
Agreements or Interest Swap Obligations, (ii) Indebtedness which is subordinated
in right of payment to the Notes and which has an average life to maturity
longer than that of the Notes and (iii) Indebtedness resulting in the extension,
refunding or renewal of any Indebtedness existing prior to such extension,
renewal or refunding which does not result in an increase in the principal
amount of such existing Indebtedness then outstanding.
Investments in Affiliates and Subsidiaries. After the date of this
Prospectus Supplement, the Company may not, nor will the Company allow any
Restricted Subsidiary to, invest in any Affiliate (other than the Company or a
Restricted Subsidiary) or in any Unrestricted Subsidiary other than by way of
Permitted Investments.
After the date of this Prospectus Supplement, neither the Company nor any
Restricted Subsidiary will guarantee or secure, pledge, encumber or otherwise
become directly or indirectly liable for investments in or borrowings by
Unrestricted Subsidiaries, except for Permitted Investments and except that the
Capital Stock of an Unrestricted Subsidiary may be pledged to secure borrowings
by such Unrestricted Subsidiary or other Unrestricted Subsidiaries.
Limitation on Transactions with Affiliates. The Indenture provides that
neither the Company nor any Subsidiary may engage in any transaction with an
Affiliate of the Company (other than a Restricted Subsidiary), or any director,
officer or employee of the Company or any Subsidiary, on terms less favorable to
the Company or such Subsidiary than would be obtainable at the time in
comparable transactions of the Company or such Subsidiary with Persons which are
not Affiliates. The provision described above does not apply to (i) any
Restricted Payment which is made in compliance with the 'Dividend and Stock
Purchase Restrictions' covenant described above or (ii) any transaction which
complies with the provisions described under 'Investments in Affiliates and
Subsidiaries' and 'Merger, Consolidation or Sale of Assets.'
MERGER, CONSOLIDATION OR SALE OF ASSETS
The Company may not consolidate or merge with or into, or sell, lease,
convey or otherwise dispose of all or substantially all of its assets to,
another corporation, Person or entity unless (i) the Company is the surviving
Person or the successor or transferee is a corporation organized and existing
under the laws of the United States, any state thereof or the District of
Columbia, (ii) the successor assumes all the obligations of the Company under
the Notes and the Indenture, (iii) after such transaction no Event of Default
exists and (iv) the Interest Expense Ratio of the surviving or successor
S-11
<PAGE>
<PAGE>
entity immediately following the transaction, determined on a pro forma basis,
would be at least 1 to 1; provided that, if the Interest Expense Ratio of the
Company immediately prior to any such transaction is within the range set forth
in Column A below, then the pro forma Interest Expense Ratio of the surviving or
successor entity shall be at least equal to the percentage of the Interest
Expense Ratio of the Company set forth in Column B below:
<TABLE>
<CAPTION>
(A) (B)
- --- ---
<S> <C>
1.1111:1 to 1.4999:1...................................... 90%
1.5: 1 and higher......................................... 75%
</TABLE>
and provided further, that, if the pro forma Interest Expense Ratio of the
surviving or successor entity is 2.0: 1 or more, the calculation in the
preceding proviso shall be inapplicable and such transaction shall be deemed to
have complied with the requirements of such provision.
DEFEASANCE
Under the terms of the Indenture, the Company, at its option, (a) will be
deemed to be discharged from any and all obligations in respect of the Notes
(except in each case for certain obligations to register the transfer or
exchange of the Notes, replace stolen, lost or mutilated Notes and maintain
paying agencies) or (b) need not comply with certain covenants of the Indenture
described under 'Certain Covenants,' in each case, if the Company irrevocably
deposits with the Trustee, in trust, money or U.S. Government Obligations which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay all the principal
of the Notes on the date such payment is due in accordance with the terms of the
Notes. To exercise any such option, the Company is required to deliver to the
Trustee an Opinion of Counsel or revenue ruling to the effect that the deposit
and related defeasance would not cause the holders of the Notes being defeased
to recognize income, gain or loss for federal income tax purposes. Because under
current federal income tax law a discharge from all obligations in respect of
the Notes may cause the holders thereof to recognize income, the Company may not
be able to be discharged from its obligations in respect of the Notes, but could
exercise its option in order that it not be required to comply with certain
covenants.
CERTAIN RIGHTS TO REQUIRE PURCHASE OF NOTES
The Indenture provides that in the event of the occurrence of a Triggering
Event (as hereinafter defined) with respect to the Company, then each holder of
Notes shall have the right, at the holder's option, to require the Company to
buy all or any part of such holder's Notes on the date (the 'Repurchase Date')
that is 115 days after the occurrence of such Triggering Event for an amount
equal to 101% of their principal amount plus accrued interest to the Repurchase
Date.
The Company is obligated to mail to all holders of record of the Notes,
within 30 days after occurrence of a Triggering Event, a notice of the
occurrence of such Triggering Event, specifying the date by which a holder must
notify the Trustee of such holder's intention to exercise the repurchase right
and describing the procedure which such holder must follow to exercise such
right. The Company shall deliver a copy of such notice to the Trustee and shall
cause a copy of such notice to be published in The Wall Street Journal (National
Edition). To exercise the repurchase right, the holder of a Note must deliver,
on or before the 90th day after the occurrence of the Triggering Event, written
notice (which shall be irrevocable) to the Trustee of the holder's exercise of
such right, together with the Note or Notes with respect to which the right is
being exercised, duly endorsed for transfer.
The terms below are defined in the Indenture as follows:
(i) 'Triggering Event' means the occurrence of any transaction or
event or series of transactions or events which results in (a) the Class A
Common Stock of the Company being held of record by less than three hundred
holders and (b) a Designated Downgrading. For purposes of clause (a) above,
'held of record' has the meaning set forth in Rule 12g5-1 promulgated by
the Commission under the Exchange Act;
(ii) In the event that the rating of the Notes by both Rating Agencies
on the date 60 days prior to the occurrence of a Triggering Event (a 'Base
Date') is equal to or higher than B Plus (as hereinafter defined), then a
'Designated Downgrading' means the reduction of the rating of the Notes by
either or both Rating Agencies on the date of the relevant event or
transaction resulting
S-12
<PAGE>
<PAGE>
in the Class A Common Stock of the Company being held of record by less
than 300 holders (or, if the rating on such date does not reflect the
effect of such event or transaction, then on the earliest date on which
such rating shall reflect the effect of such event or transaction) (as
applicable, the 'Triggering Event Date') to a rating equal to or lower than
B minus (as hereinafter defined); in the event that the rating of the Notes
by either or both Rating Agencies on any Base Date is lower than B Plus,
then a 'Designated Downgrading' means the reduction of the rating of the
Notes by either or both Rating Agencies to a lower rating. In determining
whether the rating of the Notes has been reduced, a reduction of a
gradation (+ and - for S&P and l, 2 and 3 for Moody's or the equivalent
thereof by any substitute rating agency referred to below) shall be taken
into account;
(iii) 'Rating Agency' means either Standard & Poor's Corporation or
its successor ('S&P') or Moody's Investors Service, Inc. or its successor
('Moody's');
(iv) 'B Plus' means, with respect to ratings by S&P, a rating of B+
and, with respect to ratings by Moody's, a rating of Bl, or the equivalent
thereof by any substitute agency referred to below;
(v) 'B Minus' means, with respect to ratings by S&P, a rating of B-
and, with respect to ratings by Moody's, a rating of B3, or the equivalent
thereof by any substitute agency referred to below.
The Company shall take all reasonable action necessary to enable each of
the Rating Agencies to provide a rating for the Notes, but, if either or both of
the Rating Agencies shall not make such a rating available, a nationally
recognized investment banking firm selected by the Company shall select a
nationally recognized securities rating agency or two nationally recognized
securities rating agencies to act as substitute rating agency or substitute
rating agencies, as the case may be.
DEFAULTS, NOTICE AND WAIVER
The following are Events of Default under the Indenture: (i) default in the
payment of interest on any Note when due continued for 30 days, (ii) default in
the payment of the principal of any Note when due (whether at maturity or by
declaration of acceleration or otherwise), (iii) default in the performance, or
breach, of any covenant or warranty of the Company in the Indenture or any Note
(other than a covenant included in the Indenture solely for the benefit of Debt
Securities other than the Notes) continued for 90 days after written notice from
the Trustee or the holders of 25% or more in principal amount of the Notes
outstanding, and (iv) certain events of bankruptcy, insolvency or reorganization
of the Company.
If an Event of Default occurs and is continuing, the Trustee or the holders
of not less than 25% in aggregate principal amount of the Notes then outstanding
may declare the Notes then outstanding due and payable.
The Company must file annually with the Trustee an Officers' Certificate
stating whether or not the Company is in default in the performance and
observance of any of the terms, provisions and conditions of the Indenture and,
if so, specifying the nature and status of the default.
The Indenture provides that the Trustee, within 90 days after the
occurrence of an Event of Default, will give to holders of Notes notice of all
uncured or unwaived defaults known to it; but, except in the case of a default
in the payment of the principal of any of the Notes, the Trustee shall be
protected in withholding such notice if the board of directors of the Company or
the executive or trust committee thereof or a Responsible Officer of the Trustee
in good faith determines that the withholding of such notice is in the interest
of such holders.
The Indenture contains a provision entitling the Trustee to be indemnified
by holders of Notes before proceeding to exercise any right or power under the
Indenture at the request of any such holders. The Indenture provides that the
holders of a majority in principal amount of the outstanding Notes may, subject
to certain exceptions, direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon the Trustee with respect to the Notes. The right of a
holder to institute a proceeding with respect to the Indenture is subject to
certain conditions precedent including notice and indemnity to the Trustee, but
the holder has an absolute right to receipt of principal when due and to
institute suit for the enforcement thereof.
S-13
<PAGE>
<PAGE>
REPORTS TO HOLDERS OF NOTES
Notwithstanding any Triggering Event (see 'Certain Rights to Require
Purchase of Notes') or any other event, the Indenture provides that the Company
must file with the Commission and provide the Trustee and the holders of the
Notes with copies of the quarterly and annual reports and other information,
documents and reports specified in Sections 13 and 15(d) of the Exchange Act as
long as any Notes are outstanding.
UNDERWRITING
Subject to the terms and conditions set forth in the Terms Agreement dated
as of December 4, 1997, which incorporates by reference the Underwriting
Agreement -- Basic Provisions dated March 8, 1990, the Company has agreed to
sell to Donaldson, Lufkin & Jenrette Securities Corporation (the 'Underwriter'),
and the Underwriter has agreed to purchase from the Company, $100,000,000
aggregate principal amount of the Notes.
The Underwriting Agreement provides that the obligations of the Underwriter
to purchase and accept delivery of the Notes offered hereby are subject to
approval by its counsel of certain legal matters and to certain other
conditions. The Underwriter is obligated to purchase and accept delivery of all
the Notes offered hereby if any are purchased.
The Underwriter has agreed to purchase the Notes from the Company at
97.534% of their principal amount, plus accrued interest, if any, from the date
of the closing of the offering of the Notes to the date of delivery, subject to
the terms and conditions as set forth in the Underwriting Agreement. The
Underwriter proposes to offer the Notes from time to time for sale in one or
more negotiated transactions, or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriter may be required to make in respect thereof.
The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on any securities
exchange or the Nasdaq National Market. The Company has been advised by the
Underwriter that the Underwriter intends to make a market in the Notes; however,
it is not obligated to do so, and it may discontinue any such market making at
any time without notice. Therefore, no assurance can be given as to the
liquidity of the trading market for the Notes.
Other than in the United States, no action has been taken by the Company or
the Underwriter that would permit a public offering of the Notes in any
jurisdiction where action for that purpose is required. The Notes offered hereby
may not be offered or sold, directly or indirectly, nor may this Prospectus
Supplement, the accompanying Prospectus or any other offering material or
advertisements in connection with the offer and sale of the Notes be distributed
or published in any jurisdiction, except under circumstances that will result in
compliance with the applicable rules and regulations of such jurisdiction.
Persons into whose possession this Prospectus Supplement and the accompanying
Prospectus come are advised to inform themselves about and to observe any
restrictions relating to the offering of the Notes and the distribution of this
Prospectus Supplement and the accompanying Prospectus. This Prospectus
Supplement and the accompanying Prospectus do not constitute an offer to sell or
a solicitation of an offer to buy any of the Notes offered hereby in any
jurisdiction in which such an offer or a solicitation is unlawful.
In connection with the offering, the Underwriter may engage in transactions
that stabilize, maintain or otherwise affect the price of the Notes.
Specifically, the Underwriter may overallot the offering, creating a short
position. The Underwriter may bid for and purchase Notes in the open market to
cover such short position or to stabilize the price of the Notes. These
activities may stabilize or maintain the market price of the Notes above
independent market levels. The Underwriter is not required to engage in these
activities, and may end either of these activities at any time.
S-14
<PAGE>
<PAGE>
PROSPECTUS
[LOGO]
CENTURY
[LOGO] COMMUNICATIONS
CORP.
SENIOR DEBT SECURITIES, SENIOR SUBORDINATED
DEBT SECURITIES AND SUBORDINATED DEBT SECURITIES
Century Communications Corp. (the 'Company') from time to time may offer up
to $177,000,000 aggregate principal amount of debentures, notes and/or other
unsecured evidences of indebtedness consisting of senior debt securities
('Senior Debt Securities'), senior subordinated debt securities ('Senior
Subordinated Debt Securities') and subordinated debt securities ('Subordinated
Debt Securities') (collectively, the 'Debt Securities'). The Debt Securities may
be issued as convertible Debt Securities which, unless previously redeemed or
otherwise purchased, will be convertible at any time during the specified
conversion period into shares of the Company's Class A Common Stock, par value
$.01 per share (the 'Class A Common Stock'). The Debt Securities may be offered
as separate series in amounts, at prices and on terms to be determined at the
time of sale and to be set forth in supplements to this Prospectus. The Company
may sell Debt Securities to or through underwriters or dealers and also may sell
Debt Securities directly to other purchasers or through agents. See 'Plan of
Distribution.'
Certain terms of the Debt Securities in respect of which this Prospectus is
being delivered (the 'Offered Debt Securities'), including, where applicable,
the specific designation (including whether senior, senior subordinated or
subordinated and whether convertible), aggregate principal amount,
denominations, maturity or the method of determination thereof, interest rate
(which may be fixed or variable) and time of payment of interest, initial
conversion rate and terms relating to the adjustment thereof that are in
addition to or different from those described herein, the period during which
any convertible Debt Securities may be converted, terms for redemption at the
option of the Company or the holder, terms for sinking or purchase fund
payments, the initial public offering price, any listing or proposed listing on
a securities exchange, the names of any underwriters or agents and the
compensation of such underwriters or agents and the other terms in connection
with the offering and sale of the Offered Debt Securities are set forth in the
accompanying Prospectus Supplement ('Prospectus Supplement').
------------------------
SEE 'RISK FACTORS' BEGINNING ON PAGE 3 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 DECEMBER 4, 1997.
<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 Debt
Securities. 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 Debt Securities, 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 and information statements and other information
with the Commission. Such reports, proxy and information 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 Street, 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. The Commission also maintains a website that contains
reports, proxy and information statements and other information. The website
address is: http://www.sec.gov. The Company's Class A Common Stock is listed on
The Nasdaq Stock Market and the Company therefore also files reports, proxy and
information statements and other information with the National Association of
Securities Dealers, Inc. ('NASD'). The above material can be inspected at the
Nasdaq Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports filed by the Company with the Commission pursuant to
the Exchange Act are incorporated herein by reference: the Annual Report on Form
10-K for the fiscal year ended May 31, 1997 and the Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1997.
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 Debt Securities 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, Chief Financial Officer, 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>
RISK FACTORS
Before purchasing the Debt Securities, a prospective investor should
consider, among other things, the following factors.
NET LOSSES; STOCKHOLDERS' DEFICIENCY
The Company has reported net losses of $141,875,000, $102,117,000,
$82,625,000, $24,568,000 and $61,212,000 for the fiscal years ended May 31,
1997, 1996 and 1995, and the three months ended August 31, 1997 and 1996,
respectively. The Company expects net losses to continue for the foreseeable
future, at least until such time as the operations of its cable television
systems and wireless 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 wireless telephone system infrastructure.
Reflecting net losses in prior periods, the common stockholders' deficiency
as stated on the Company's unaudited consolidated balance sheet at August 31,
1997 was $630,098,000. The Company's assets, including its cable television
franchises and wireless 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.
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 wireless telephone systems as well as the acquisition, upgrade and
extension of cable television systems. At August 31, 1997, the Company and its
subsidiaries had long-term debt (exclusive of current maturities of $14,371,000)
of $2,232,380,000, including indebtedness under five 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'). At August 31, 1997, Centennial Cellular Corp., the
Company's approximately 33% owned subsidiary ('Centennial Cellular'), had an
aggregate of $449,500,000 outstanding principal amount of debt securities.
The cable television and wireless 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. 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
Company has met and believes, based on current market conditions, that it will
continue to meet its cash obligations with internally-generated cash from
operations, along with third party financing, primarily bank borrowings and the
issuance of debt securities to the public, and anticipates that its cable
television operations will continue to meet the debt service obligations under
debt instruments applicable to the cable television operations. Principal
payments are due under the Company's cable operations' and Centennial Cellular's
debt instruments beginning in the fiscal year ending May 31, 2000, except for
principal obligations of approximately $20,000,000 which are due in the fiscal
year ending May 31, 1999 by a joint venture which has cable operations, for
which such joint venture currently has adequate reserves. The Company will need
to refinance certain of such obligations on or before such time and believes,
based on current market conditions, that it will be able to do so. However,
there can be no assurance that the Company will be successful in any such
refinancing or that the terms of any such financing will be favorable to the
Company. The Indentures for the Company's outstanding issues of publicly-held
debt (the 'Indentures') impose certain restrictions on the incurrence of
additional indebtedness. See 'Restrictive Covenants; Consequences of Default'
below.
For the fiscal year ended May 31, 1997 and the three months ended August
31, 1997, earnings were less than fixed charges by $188,004,000 and $29,326,000,
respectively. See 'Ratio of Earnings to Fixed
3
<PAGE>
<PAGE>
Charges.' Such amount reflects non-cash charges totaling $266,628,000 and
$68,313,000, respectively, consisting of depreciation and amortization and
subsidiary preferred stock dividends.
RESTRICTIVE COVENANTS; CONSEQUENCES OF DEFAULT
The Credit Agreements limit the ability of certain subsidiaries of the
Company to incur additional indebtedness, including intercompany indebtedness,
or liens, to pay dividends to the Company and require that certain operating and
financial tests be met, including the maintenance of the ratio of earnings
before interest, depreciation and taxes (as defined in the Credit Agreements,
'EBIDT') to debt service for the Total Debt (as defined therein) of such
subsidiaries, the ratio of Total Debt to EBIDT and the ratio of EBIDT to
interest expense for the Total Debt of such subsidiaries at certain prescribed
levels. Each of these requirements is currently being met. The Note Agreement
imposes similar restrictions and requirements, including the maintenance of the
ratio of Indebtedness to Operating Cash Flow (each as defined in the Note
Agreement) at 4.50 to 1.00 and the ratio of Operating Cash Flow to Adjusted Debt
Service (each as defined in the Note Agreement) at not less than 1.35 to 1.00,
with which the Company is presently in compliance. The Indentures also contain
various covenants including, but not limited to, the following: (i) restrictions
on mergers, sales and consolidations, (ii) restrictions on dividends,
redemptions or repurchase of the Company's capital stock or the capital stock of
any of its affiliates, (iii) limitations on transactions with, or investments
in, affiliates, (iv) restrictions on the ability to make loans to, or act as
guarantor for, certain of its subsidiaries and affiliates, which presently
consist of those subsidiaries and affiliates engaged in the wireless telephone
and related businesses, and (v) the maintenance of various financial ratios. The
Company is presently in compliance with each of the foregoing; however, 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. In addition, in the
event of a default under the Indentures, the Company would be prohibited from
making any payments on any Senior Subordinated Debt Securities or Subordinated
Debt Securities until all debt senior thereto was paid in full. There can be no
assurance that the assets of the Company would be sufficient to repay all such
senior debt and any Senior Subordinated Debt Securities and Subordinated Debt
Securities then outstanding.
Management believes that the Company is not presently at risk of
noncompliance with any of the covenants described above. However, there can be
no assurance that this will continue to be the case.
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 89.92% of the combined voting power of both the Class A Common
Stock and the Class B Common Stock of the Company at December 3, 1997, 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 and/or members of his immediate family or the Tow Trusts cease to
own, in the aggregate, stock of the Company having at least a majority of the
combined voting power of both classes of Common Stock of the Company.
RECOVERY OF AUSTRALIAN INVESTMENT
Since fiscal 1994, the Company has invested, through a wholly-owned
subsidiary, approximately $149,000,000 in the Australian Pay TV industry. Since
the fourth quarter of fiscal 1996, the Company has written down $50,000,000 of
its Australian investment. The Company is pursuing a strategy to sell
4
<PAGE>
<PAGE>
its investments in its Australian interests and has retained an investment
banker with respect thereto. Once the Company has developed its formal plan for
disposition, including the means to complete that plan and the period expected
to be required for completion of the disposition, the Company anticipates
accounting for its Australian operations as discontinued operations.
The Company is currently unable to predict the ultimate resolution of these
matters. At August 31, 1997, the remaining net book value of its investments in
the various aspects of the Australian pay television industry, after giving
effect to the aforementioned write-down of Australian assets and the Company's
percentage of cumulative losses in respect of such investments, aggregated
approximately $18,000,000. The Company currently believes that the remaining net
book value is realizable.
FOREIGN CURRENCY EXCHANGE RATE RISKS: HEDGING
The Company's monetary assets and liabilities are subject to foreign
currency exchange risk as certain equipment purchases and payments for certain
operating expenses, such as programming expenses, are denominated in currencies
other than their own functional currency. In addition, certain of the Company's
Australian subsidiaries have notes payable and notes receivable which are
denominated in a currency other than their own functional currency or
intercompany loans payable linked to the U.S. dollar.
In general, the Company does not execute hedge transactions to reduce its
exposure to foreign currency exchange rate risks. Accordingly, the Company may
experience economic loss and a negative impact on earnings with respect to its
holdings solely as a result of foreign currency exchange rate fluctuations,
which include foreign currency devaluations against the dollar. The Company may
also experience economic loss and a negative impact on earnings related to these
monetary assets and liabilities. In general, exchange rate risk to the Company's
commitments for equipment purchases and operating expenses is generally limited
due to the insignificance of the related monetary asset and liability balances;
however, exchange rate risk to the Company of these notes payable and notes
receivable and debt linked to the U.S. dollar have and will continue to impact
its reported earnings.
STOCK REPURCHASE
In October 1992, the Company's Board of Directors authorized the purchase
of up to 2,000,000 shares of its Class A Common Stock in the open market and in
privately negotiated transactions, depending on prevailing market conditions.
During August 1997, the Company announced that its Board of Directors authorized
the repurchase in the open market and in privately negotiated transactions, from
time to time, of up to 5,000,000 additional shares of Class A Common Stock,
depending on prevailing market conditions. The Company purchased 171,500 shares
of its own Class A Common Stock in the open market for a purchase price of
$660,000 during the fourth quarter of fiscal 1997. During the three months ended
August 31, 1997, the Company purchased 736,000 additional shares of Class A
Common Stock in the open market for an aggregate purchase price of $3,990,000.
Subsequent to August 31, 1997, the Company purchased an aggregate of 1,223,500
shares in the open market for an aggregate purchase price of $8,161,188. These
shares purchased in fiscal 1997 and 1998 have been accounted for as treasury
shares during the respective fiscal years. As of the date of this prospectus,
the Company is authorized to repurchase 4,869,000 additional shares of Class A
Common Stock after giving effect to the shares repurchased to date.
REGULATION
The Telecommunications Act of 1996 (the '1996 Act') alters federal, state
and local laws and regulations regarding telecommunications providers and
services, including the cable television industry. The 1996 Act deregulates
(except for basic services) cable service rates over a three-year period.
Implementing regulations of the 1996 Act are currently being written. The effect
that the 1996 Act will have on the Company's cable television business cannot be
determined at this time.
5
<PAGE>
<PAGE>
THE COMPANY
The Company was incorporated in New Jersey on December 5, 1985 as the
holding company for a corporation of the same name incorporated in Texas on June
12, 1973 ('Century-Texas'). The Company is engaged primarily in the ownership
and operation of cable television systems and wireless telephone systems.
At August 31, 1997, the Company owned and operated 70 cable television
systems in 25 states and Puerto Rico. At that date, the Company's cable systems
passed approximately 2,252,000 homes and served a total of approximately
1,268,000 primary basic subscribers. Certain of the Company's cable systems are
owned 50% by the Company and 50% by unaffiliated entities. At August 31, 1997,
these systems passed approximately 552,000 homes and served approximately
280,000 primary basic subscribers.
The Company has an approximate 33% common stock interest and, through
ownership of a class of Common Stock which has disproportionate votes per share
(15 votes per share), an approximate 74% voting interest in Centennial Cellular
Corp. ('Centennial'). As a result, the accounts of Centennial are included in
the consolidated financial statements of the Company. The Company also provides
management services to Centennial Cellular. The market value of this interest,
based solely on the equivalent number of publicly-traded shares of Class A
Common Stock, was $175,517,290 on December 3, 1997. Centennial Cellular is
engaged in the ownership and operation of wireless telephone systems, primarily
in four geographic areas in the United States and Puerto Rico. Since August
1988, Centennial Cellular has acquired cellular licenses for 29 wireless
telephone markets which it owns and manages. In addition, on March 13, 1995,
Centennial Cellular successfully bid for one of two licenses to provide personal
communications services ('PCS') in the Commonwealth of Puerto Rico and the U.S.
Virgin Islands. Centennial Cellular also plans to participate in a full range of
telecommunications services including wireless PCS, competitive local exchange
and alternative access in Puerto Rico.
The Company has interests in businesses in the developing pay television
industry in Australia. The Company is pursuing a strategy to sell its Australian
investments and has retained an investment banker with respect thereto.
The Company expects to continue to consider acquisitions of or investments
in cable television systems and other communications-related properties.
Centennial Cellular expects to continue to consider acquisitions of or
investments in wireless telephone systems and other communications-related
products and services.
The Company's principal executive offices are located at 50 Locust Avenue,
New Canaan, Connecticut 06840 and its telephone number is (203) 972-2000.
RATIO OF EARNINGS TO FIXED CHARGES
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of the amount of fixed charges plus earnings before income
taxes and extraordinary items. Fixed charges consist of interest, including
amortization of debt issue costs and capitalized interest, subsidiary preferred
stock dividends, and the portion of rent deemed representative of the interest
factor. For the fiscal years ended May 31, 1993, 1994, 1995, 1996 and 1997 and
the three months ended August 31, 1997, earnings as defined were less than fixed
charges by approximately $68,553,000, $66,088,000, $114,448,000, $154,316,000,
$188,004,000 and $29,326,000, respectively. The increased deficiency of earnings
to fixed charges reflects higher levels of interest expense as a result of
increased borrowings incurred to finance acquisitions, capital expenditures,
working capital requirements, debt service and increases in non-cash
depreciation and amortization expense related to acquisitions and capital
expenditures. See 'Risk Factors -- Leverage; Capital Requirements.'
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement relating to an
offering of Debt Securities (such Debt Securities, 'Offered Debt Securities'),
the net proceeds from the sale of the Debt Securities will be used for general
corporate purposes, including the reduction of existing indebtedness under one
or more of the Credit Agreements as well as the financing of capital
expenditures and
6
<PAGE>
<PAGE>
acquisitions. The Company has no current specific plans for the net proceeds of
an offering of Offered Debt Securities. Any specific allocation of the net
proceeds of an offering of Offered Debt Securities to a specific purpose will be
determined at the time of such offering and will be described in the related
Prospectus Supplement. Pending any specific application that may be described in
the Prospectus Supplement, the net proceeds will be added to working capital and
invested in short-term interest bearing obligations. Such investments will be
subject to fluctuating interest rates which may be lower than the rates
applicable to the Debt Securities.
The Company may borrow additional funds from time to time from public and
private sources on both a long-term and short-term basis to fund its future
capital and working capital requirements in excess of internally generated
funds. Certain of such borrowings may rank senior in right of payment to the
indebtedness represented by Debt Securities that are Senior Subordinated Debt
Securities or Subordinated Debt Securities. See 'Description of Debt
Securities -- Subordination.'
PRICE RANGE OF CLASS A COMMON STOCK
The Class A Common Stock has traded on the Nasdaq System ('NASDAQ') under
the symbol CTYA since January 5, 1995. Previously, it had traded on the American
Stock Exchange. There is no established public market for the Class B Common
Stock. The table set forth below lists the high asked and the low bid prices for
the Class A Common Stock reported on NASDAQ for the calendar periods below.
<TABLE>
<CAPTION>
HIGH LOW
------ -----
<S> <C> <C>
1995
Second Quarter................................................................. 10.13 7.63
Third Quarter.................................................................. 10.50 8.63
Fourth Quarter................................................................. 10.38 7.75
1996
First Quarter.................................................................. 10.13 7.50
Second Quarter................................................................. 10.13 8.25
Third Quarter.................................................................. 8.88 6.13
Fourth Quarter................................................................. 7.63 5.13
1997
First Quarter.................................................................. 6.25 3.88
Second Quarter................................................................. 7.13 3.63
Third Quarter.................................................................. 7.69 5.13
Fourth Quarter (through December 3)............................................ 8.81 7.00
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Offered Debt Securities offered by any Prospectus
Supplement and any variations from such general terms and provisions applicable
to the Offered Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
The Debt Securities will be general unsecured obligations of the Company.
The Senior Debt Securities will be senior to all subordinated indebtedness of
the Company, including any outstanding Senior Subordinated Debt Securities and
Subordinated Debt Securities, and pari passu with other unsecured,
unsubordinated indebtedness of the Company. The Senior Subordinated Debt
Securities will be subordinate in right of payment to any Senior Debt
Securities, including $200,000,000 aggregate principal amount of 9 3/4% Senior
Notes due 2002 issued by the Company in February 1992 (the '9 3/4% Notes'),
$150,000,000 aggregate principal amount of 9 1/2% Senior Notes due 2000 issued
by the Company in August 1992 (the '1992 Notes'), $250,000,000 aggregate
principal amount of 9 1/2% Senior Notes due 2005 issued by the Company in March
1995 (the '1995 Notes'; the 1992 Notes and the 1995 Notes are hereinafter
collectively referred to as the '9 1/2% Notes'), $250,000,000 aggregate
principal
7
<PAGE>
<PAGE>
amount of 8 7/8% Senior Notes due 2007 issued by the Company in January 1997
(the '8 7/8% Notes'), $225,000,000 aggregate principal amount of 8 3/4% Senior
Notes due 2007 issued by the Company in September 1997 (the '8 3/4% Notes'),
$100,000,000 aggregate principal amount of 8 3/8% Senior Notes due 2017 issued
by the Company in November 1997 (the 'November 1997 Notes') and $100,000,000
aggregate principal amount of 8 3/8% Senior Notes due 2007 issued by the Company
in December 1997 (the 'December 1997 Notes'; the November 1997 Notes and the
December 1997 Notes are hereinafter collectively referred to as the '8 3/8%
Notes') and $444,000,000 aggregate principal amount of Senior Discount Notes due
2003 issued by the Company in March 1993 (the 'Discount Notes'), and to certain
other debt obligations of the Company that may be outstanding from time to time,
pari passu with the senior subordinated indebtedness of the Company that may be
outstanding from time to time and senior to certain subordinated indebtedness of
the Company that may be outstanding from time to time, including any
Subordinated Debt Securities. The Subordinated Debt Securities will be
subordinate in right of payment to any Senior Debt Securities, including the
8 3/8% Notes, the 8 3/4% Notes, 8 7/8% Notes, the 9 3/4% Notes, the 9 1/2% Notes
and the Discount Notes, and Senior Subordinated Debt Securities, and to certain
other debt obligations of the Company that may be outstanding from time to time
and pari passu with certain other subordinated indebtedness of the Company that
may be outstanding from time to time.
On April 15, 1997, the Company redeemed the entire principal amount
outstanding ($204,000,000) of 11 7/8% Senior Subordinated Debentures due 2003
issued by the Company in October 1991 at a redemption price of 105% of the
principal amount thereof.
The principal operations of the Company are and will be conducted through
its subsidiaries. The Company's ability to service its indebtedness, including
the Debt Securities, is dependent primarily upon the receipt of funds from its
subsidiaries. The subsidiaries are separate legal entities and have no
obligation to pay any amounts due pursuant to the Debt Securities. The
provisions of the Credit Agreements limit the Company's ability to receive funds
from certain of its subsidiaries in the form of loans, advances, dividends,
management fees or otherwise to the amounts necessary to pay normal operating
expenses and Federal and state income and franchise taxes. Except to the extent
that the Company may itself be a creditor with recognized claims against its
subsidiaries, claims of creditors of such subsidiaries, including trade
creditors and the lending banks under the Credit Agreements, will have priority
with respect to the assets and earnings of such subsidiaries over the claims of
creditors of the Company, including holders of the Debt Securities, even though
such subsidiary obligations do not constitute Senior Indebtedness. The amount of
such subsidiary indebtedness as of August 31, 1997 (excluding $14,321,000 of
Australian debt and including the debt securities of Centennial Cellular which
aggregated $449,500,000 in outstanding principal amount at August 31, 1997) was
$1,111,150,000.
Senior Debt Securities are to be issued under a supplement to the
Indenture, dated as of February 15, 1992, between the Company and First Trust of
California, National Association, successor trustee to Bank of America National
Trust and Savings Association (the 'Senior Indenture'), as trustee; Senior
Subordinated Debt Securities are to be issued under a supplement to the
Indenture, dated as of October 15, 1991, between the Company and Bank of
Montreal Trust Company, as trustee (the 'Senior Subordinated Indenture'); and
Subordinated Debt Securities are to be issued under an Indenture to be executed
by the Company and State Street Bank and Trust Company, as trustee (the
'Subordinated Indenture'). In this Prospectus, the Senior Indenture, the Senior
Subordinated Indenture and the Subordinated Indenture are sometimes collectively
referred to as the 'Indentures' and the trustees thereunder are sometimes
collectively referred to as the 'Trustees' and individually as a 'Trustee.'
The terms of the Debt Securities include those stated in the Indentures and
those made part of such Indentures by reference to the Trust Indenture Act of
1939, as in effect on the date thereof (the 'Trust Indenture Act'). The Debt
Securities are subject to all such terms, and prospective purchasers of Debt
Securities are referred to the Indentures and the Trust Indenture Act for a
statement thereof. The statements under this caption relating to the general
terms and provisions of the Debt Securities and the Indentures are summaries of
the material terms thereof. Such summaries are qualified in their entirety by
express reference to the Indentures which have been filed as exhibits to the
Registration Statement, as amended, of which this Prospectus is a part and must
be read in conjunction with the description of
8
<PAGE>
<PAGE>
the particular terms of the Offered Debt Securities that will be set forth in
the Prospectus Supplement relating thereto.
GENERAL
The Indentures do not limit the aggregate principal amount of debentures,
notes or other evidences of indebtedness which may be issued thereunder and
provide that Debt Securities may be issued thereunder in one or more series, in
such form or forms, with such terms and up to the aggregate principal amount
authorized from time to time by the Company.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (1) the designation (including whether they are
Senior Debt Securities, Senior Subordinated Debt Securities or Subordinated Debt
Securities and whether such Debt Securities are convertible), aggregate
principal amount and authorized denominations of the Offered Debt Securities;
(2) the percentage of their principal amount at which such Offered Debt
Securities will be issued; (3) the date or dates on which the Offered Debt
Securities will mature or the method of determination thereof; (4) the rate or
rates (which may be fixed or variable) at which the Offered Debt Securities will
bear interest, if any, or the method by which such rate or rates shall be
determined, any reset features of the rates and the date or dates from which
such interest will accrue or the method by which such date or dates shall be
determined; (5) the dates on which any such interest will be payable and the
Regular Record Dates for such Interest Payment Dates; (6) any mandatory or
optional sinking fund or purchase fund or analogous provisions; (7) if
applicable, the date after which and the price or prices at which the Offered
Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or of the Holder thereof
and the other detailed terms and provisions of such optional or mandatory
redemption; (8) if applicable, the terms and conditions upon which the Offered
Debt Securities may be convertible into Class A Common Stock, including the
initial conversion rate, the conversion period and any other provision in
addition to or in lieu of those described herein; (9) whether such Offered Debt
Securities shall be subject to defeasance and, if so, the terms thereof; (10)
any Events of Default provided with respect to the Offered Debt Securities that
are in addition to or different from those described herein; and (11) any other
terms of the Offered Debt Securities.
First Trust of California, National Association, successor trustee to Bank
of America National Trust and Savings Association, is the trustee with respect
to the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the
8 3/8% Notes and the Discount Notes which were issued under a Senior Indenture
dated as of February 15, 1992 between the Company and First Trust of California,
National Association, as successor trustee, and will rank pari passu with any
other Senior Debt Securities. The Indentures governing the 9 3/4% Notes, the
9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes and the
Discount Notes provide that the holders of the 9 3/4% Notes, the 9 1/2% Notes,
the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes and the Discount Notes,
respectively, have the right to require the Company to purchase the 9 3/4%
Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes
and the Discount Notes, as the case may be, following a transaction or
transactions which reduce below 300 the number of record holders of the Class A
Common Stock and which result in certain reductions in ratings of the 9 3/4%
Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes
and the Discount Notes, as the case may be. Unless otherwise indicated in the
Prospectus Supplement relating thereto, the holders of Offered Debt Securities
will not have a similar right or be entitled to other types of event risk
protection.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of (and premium, if any) and interest on the Offered Debt
Securities will be payable, and the Offered Debt Securities will be exchangeable
and transfers thereof will be registrable, at the Corporate Trust Office of the
Trustee, provided that at the option of the Company, payment of any interest may
be made by check mailed to the address of the Person entitled thereto as it
appears in the Security Register.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any registration of transfer or
9
<PAGE>
<PAGE>
exchange of the Offered Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. Special federal income tax, accounting and other
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
SUBORDINATION
The payment of the principal of (and premium, if any) and interest on
Subordinated Debt Securities is expressly subordinated, to the extent and in the
manner set forth in the Subordinated Indenture, in right of payment to the prior
payment in full of all present and future Senior Indebtedness (including the
9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8%
Notes, the Discount Notes and any other Senior Debt Securities and any Senior
Subordinated Debt Securities then outstanding of the Company. Senior
Indebtedness is defined in the Subordinated Indenture as: (a) the Bank
Obligations and (b) the principal of (and premium, if any) and interest on (i)
all other indebtedness for money borrowed by the Company, whether outstanding on
the date of the Indenture or thereafter created or incurred; (ii) all other
indebtedness for money borrowed by another Person in which the Company has an
equity interest or has the right to purchase an equity interest, which is
guaranteed in whole or in part directly or indirectly by the Company (whether
such guarantee is outstanding on the date of the Subordinated Indenture or
thereafter created or incurred); and (iii) all indebtedness constituting
purchase money indebtedness for the payment of which the Company is directly or
contingently liable, whether outstanding on the date of the Subordinated
Indenture or thereafter created or incurred; (c) any obligation of the Company
to purchase or guarantee indebtedness of, to supply funds to or invest in
another Person in which the Company has an equity interest or has the right to
purchase an equity interest (whether such obligation is outstanding on the date
of the Subordinated Indenture or is thereafter created or incurred); (d) any
obligation of the Company to any Person in respect of surety or similar bonds
issued by such Person in connection with entering into, renewing, extending or
maintaining any cable television franchise granted by a governmental authority
or any construction in respect of any cable television system by the Company or
any other Person in which the Company has an equity interest or has the right to
purchase an equity interest; (e) any obligation of the Company to compensate,
reimburse or indemnify an issuer with respect to any letter of credit issued at
the request of or for the account of the Company; (f) any obligation of the
Company under any Interest Swap Obligations or Currency Agreements (other than
any Interest Swap Obligations or Currency Agreements the payments with respect
to which correspond to payments on, or one of the events permitting the early
termination of which is expressly connected to, any indebtedness of the Company
which is expressed to be subordinate to other indebtedness of the Company or to
rank on a parity with the Subordinated Debt Securities); and (g) all renewals,
extensions or refundings of any such obligations, indebtedness and guarantees;
provided, however, that if, by the terms of the instrument creating or
evidencing any obligation, indebtedness or guarantee (referred to in clauses (a)
through (g) above), it is expressly provided that such obligation, indebtedness
or guarantee is subordinate to all indebtedness of the Company other than the
Subordinated Debt Securities or indebtedness ranking pari passu with the
Subordinated Debt Securities or is not superior in right of payment to the
Subordinated Debt Securities, such obligation, indebtedness or guarantee shall
not be included as Senior Indebtedness but shall rank pari passu with the
Subordinated Debt Securities.
The payment of the principal of (and premium, if any) and interest on
Senior Subordinated Debt Securities is expressly subordinated, to the extent and
in the manner set forth in the Senior Subordinated Indenture, in right of
payment to the prior payment in full of all present and future Senior
Indebtedness (including the 8 3/8% Notes, the 8 3/4% Notes, the 8 7/8% Notes,
the 9 3/4% Notes, the 9 1/2% Notes, the Discount Notes and any other Senior Debt
Securities then outstanding) of the Company. Senior Indebtedness is defined in
the Senior Subordinated Indenture in the same manner as in the Subordinated
Indenture; provided, however, that if, by the terms of the instrument creating
or evidencing any obligation, indebtedness or guarantee (referred to in clauses
(a) through (g) of the preceding paragraph), it is expressly provided that such
obligation, indebtedness or guarantee is
10
<PAGE>
<PAGE>
subordinate to all other indebtedness of the Company or is not superior in right
of payment to any Senior Subordinated Debt Securities, such obligation,
indebtedness or guarantee (including any Subordinated Debt Securities) shall not
be included as Senior Indebtedness; and, provided, further, that Senior
Indebtedness as defined in the Senior Subordinated Indenture does not include
any obligation, indebtedness or guarantee that is created or evidenced by an
instrument the terms of which expressly provide that such obligation,
indebtedness or guarantee ranks pari passu with the Senior Subordinated Debt
Securities.
The Indentures do not restrict the amount of additional Senior Indebtedness
that may be incurred by the Company. The aggregate principal amount of Senior
Indebtedness outstanding as of a recent date will be set forth in the
accompanying Prospectus Supplement.
Upon any payment or distribution of assets of the Company to creditors upon
any dissolution, winding up, total or partial liquidation or reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency or receivership
or upon an assignment for the benefit of creditors or any other marshalling of
the assets and liabilities of the Company or otherwise, all principal of,
premium, if any, and interest due on all Senior Indebtedness (including any
Outstanding Senior Debt Securities) must be paid in full before the holders of
the Senior Subordinated Debt Securities or the Subordinated Debt Securities are
entitled to receive or retain any payment thereon. Subject to the payment in
full of all Senior Indebtedness, the holders of the Senior Subordinated Debt
Securities or the Subordinated Debt Securities will be subrogated to the rights
of the holders of Senior Indebtedness (as respectively defined in the Senior
Subordinated Indenture and the Subordinated Indenture) to receive payments or
distributions of assets of the Company applicable to Senior Indebtedness until
the Senior Subordinated Debt Securities or Subordinated Debt Securities are paid
in full.
Upon any default by the Company in the payment of all or any portion of the
principal of (or premium, if any) or interest on Senior Indebtedness (as defined
in the Senior Subordinated Indenture or Subordinated Indenture, as applicable)
and provided the Trustee has received written notice thereof, when the same
becomes due, no payment may be made on or in respect of the Senior Subordinated
Debt Securities or the Subordinated Debt Securities until such default has been
cured or waived or the benefits of this provision have been waived by or on
behalf of the holders of such Senior Indebtedness.
CONVERSION RIGHTS
The Prospectus Supplement will provide whether the Offered Debt Securities
will be convertible and, if so, the initial conversion price or conversion rate
at which such convertible Debt Securities will be convertible into Class A
Common Stock. The holder of any convertible Debt Security will have the right
exercisable at any time during the time period specified in the Prospectus
Supplement, unless previously redeemed by the Company, to convert such Debt
Security at the principal amount thereof (or, if such Debt Security is an
Original Issue Discount Security, such portion of the principal amount thereof
as is specified in the terms of such Debt Security) into shares of Class A
Common Stock at the conversion price or conversion rate set forth in the
Prospectus Supplement, subject to adjustment as described below. The holder of a
convertible Debt Security may convert a portion thereof which is $1,000 or any
integral multiple of $1,000. In the case of Debt Securities called for
redemption, conversion rights will expire at the close of business on the date
fixed for the redemption as may be specified in the Prospectus Supplement,
except that in the case of redemption at the option of the holder, if
applicable, such right will terminate upon receipt of written notice of the
exercise of such option.
In certain events, the conversion rate will be subject to adjustment as set
forth in the Indentures. Such events include the issuance of shares of any class
of capital stock of the Company as a dividend on the Class A Common Stock into
which the Debt Securities of such series are convertible; subdivisions,
combinations and reclassifications of the Class A Common Stock into which Debt
Securities of such series are convertible; the issuance to all holders of Class
A Common Stock into which Debt Securities of such series are convertible of
rights or warrants entitling the holders (for a period not exceeding 45 days) to
subscribe for or purchase shares of Class A Common Stock at a price per share
less than the current market price per share of Class A Common Stock (as defined
in the Indentures); and the distribution to all holders of Class A Common Stock
of evidences of indebtedness of the Company or of
11
<PAGE>
<PAGE>
assets (excluding cash dividends paid from retained earnings and dividends
payable in Class A Common Stock for which adjustment is made as referred to
above) or subscription rights or warrants (other than those referred to above).
No adjustment of the conversion price or conversion rate will be required unless
an adjustment would require a cumulative increase or decrease of at least 1% in
such price or rate. Fractional shares of Class A Common Stock will not be issued
upon conversion, but, in lieu thereof, the Company will pay a cash adjustment.
Convertible Debt Securities surrendered for conversion between the record date
for an interest payment, if any, and the interest payment date (except
convertible Debt Securities called for redemption on a redemption date during
such period) must be accompanied by payment of an amount equal to the interest
thereon which the registered holder is to receive.
DEFAULT, NOTICE AND WAIVER
The following are Events of Default under the Indentures with respect to
Debt Securities of any series issued thereunder: (i) default in the payment of
interest on any Debt Security of that series when due continued for 30 days
(whether or not such payment is prohibited by the subordination provisions of
the Indenture); (ii) default in the payment of the principal of (or premium, if
any) on any Debt Security of that series at its Maturity (whether or not payment
is prohibited by the subordination provisions of the Indenture); (iii) default
in the deposit of any sinking fund payment or analogous obligation, when and as
due by the terms of any Debt Security of that series (whether or not payment is
prohibited by the subordination provisions of the Indenture); (iv) default in
the performance, or breach, of any other covenant or warranty of the Company in
the Indenture or any Debt Security of that series (other than a covenant
included in the Indenture solely for the benefit of Debt Securities other than
that series), continued for 90 days after written notice from the Trustee or the
holders of 25% or more in principal amount of the Debt Securities of such series
outstanding; (v) certain events of bankruptcy, insolvency or reorganization; and
(vi) any other event of default provided with respect to Debt Securities of that
series. If an Event of Default provided with respect to Debt Securities of any
series at the time outstanding shall occur and be continuing, the Trustee or the
holders of not less than 25% in principal amount of outstanding Debt Securities
of that series may declare the unpaid principal balance to be immediately due
and payable. However, any time after a declaration of acceleration with respect
to Debt Securities of any series has been made, but before a judgment or decree
based on such acceleration has been obtained, the Holders of a majority in
principal amount of Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration. For information as
to waiver of defaults, see 'Modification and Waiver.'
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provision relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Company must file annually with each Trustee an Officers' Certificate
stating whether or not the Company is in default in the performance and
observance of any of the terms, provisions and conditions of the respective
Indenture and, if so, specifying the nature and status of the default.
Each Indenture provides that the Trustee, within 90 days after the
occurrence of a default, will give to holders of Debt Securities of any series
notice of all defaults with respect to such series known to it, unless such
default shall have been cured or waived; but, except in the case of a default in
the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or in the payment of any sinking fund or analogous
obligation installment with respect to Debt Securities of such series, the
Trustee shall be protected in withholding such notice if the board of directors
or such committee of directors as designated in such Indenture or Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of such holders.
Each Indenture contains a provision entitling the Trustee to be indemnified
by holders of Debt Securities before proceeding to exercise any right or power
under such Indenture at the request of any such holders. Each Indenture provides
that the holders of a majority in principal amount of the outstanding Debt
Securities of any series may, subject to certain exceptions, direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or
12
<PAGE>
<PAGE>
power conferred upon the Trustee with respect to Debt Securities of such series.
The right of a holder to institute a proceeding with respect to each Indenture
is subject to certain conditions precedent including notice and indemnity to the
Trustee, but the holder has an absolute right to receipt of principal and
interest when due and to institute suit for the enforcement thereof.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the Company, without the consent of any Holder of Outstanding
Debt Securities, may consolidate with or merge into any other Person, or convey,
transfer or lease its assets substantially as an entirety to, any Person,
provided that (i) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer or
lease the assets of the Company substantially as an entirety is organized under
the laws of any United States jurisdiction and assumes the Company's obligations
on the Debt Securities and under the Indenture, (ii) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing, and (iii) certain other conditions are met.
MODIFICATION AND WAIVER
Modification and amendments of the Indentures may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Outstanding Debt Securities of each series affected thereby;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby: (a)
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Debt Security; (b) reduce the principal amount of, or any
premium or interest on, any Debt Security; (c) reduce the amount of principal of
an Original Issue Discount Security payable upon acceleration of the Maturity
thereof; (d) adversely affect any right of repayment at the option of the Holder
of any Security, or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation; (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security; or (f) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults.
Without the consent of any Holder of Outstanding Debt Securities, the
Company may amend or supplement the Indentures and each series of Debt
Securities to cure any ambiguity or inconsistency or to provide for Debt
Securities in bearer form in addition to or in place of registered Debt
Securities or to make any other provisions that do not adversely affect the
rights of any Holder of Outstanding Debt Securities.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the Holders of all Debt Securities of
that series, waive any past default under the Indenture with respect to that
series, except a default in the payment of the principal of (or premium, if any)
or interest on any Debt Security of that series or in respect of a provision
which under such Indenture cannot be modified or amended without the consent of
the Holder of each Outstanding Debt Security of that series affected.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE
Each Indenture may be discharged upon payment of the principal of (and
premium, if any) and interest, if any, on all the Debt Securities and all other
sums due thereunder. In addition, the Indentures provide that if, at any time
after the date thereof, the Company, if so permitted with respect to Debt
Securities of a particular series, shall deposit with the Trustee, in trust for
the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) U.S.
Government Obligations as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay all sums due for
the principal of (and premium, if any) and interest, if any, on the Debt
Securities of such series, as they shall become due from time to time, and
certain other conditions are met, the Trustee shall cancel and satisfy such
Indenture with respect to such series to the extent provided therein. The
Prospectus
13
<PAGE>
<PAGE>
Supplement describing the Debt Securities of such series will more fully
describe the provisions, if any, relating to such cancellation and satisfaction
of the Indenture with respect to such series.
TRUSTEES
First Trust of California, National Association, successor trustee to Bank
of America National Trust and Savings Association, is the trustee with respect
to the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the
8 3/8% Notes and the Discount Notes which were issued under the Senior Indenture
and will rank pari passu with any other Senior Debt Securities. The Trustees may
perform certain services for and transact other banking business with the
Company from time to time in the ordinary course of business.
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 December 3, 1997, 30,189,924
shares of Class A Common Stock were issued and outstanding (excluding treasury
shares) and 44,126,115 shares of Class B Common Stock were issued and
outstanding. At such date, 42,297,059 shares of Class B Common Stock were owned
by Leonard Tow, Chairman of the Board and Chief Executive Officer of the
Company, and the Tow Trusts. 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
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.
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.
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).
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 cumulative voting in the election of
directors. The ownership interest
14
<PAGE>
<PAGE>
in the Company of Leonard Tow and the Tow Trusts, constituting approximately
89.92% of the combined voting power of both classes of Common Stock at December
3, 1997, gives them the power to elect all but the 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 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 affiliate. 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 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
ChaseMellon Shareholder Services L.L.C., Ridgefield Park, New Jersey.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities on a negotiated or competitive
bid basis to or through underwriters or dealers, and also may sell Offered Debt
Securities directly to other purchasers or through agents. The Prospectus
Supplement relating to an Offering of Debt Securities will describe the method
of distribution of the Offered Debt Securities.
The distribution of the Offered Debt Securities may be effected from time
to time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
If underwriters are used in the offering of Offered Debt Securities, the
names of the managing underwriter or underwriters and any other underwriters,
and the terms of the transaction, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement relating to such
offering. Only underwriters named in a Prospectus Supplement will be deemed to
be
15
<PAGE>
<PAGE>
underwriters in connection with the Offered Debt Securities described therein.
Firms not so named will have no direct or indirect participation in the
underwriting of such Offered Debt Securities, although such a firm may
participate in the distribution of such Offered Debt Securities under
circumstances entitling it to a dealer's commission. It is anticipated that any
underwriting agreement pertaining to any Offered Debt Securities will (1)
entitle the underwriters to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933 or to
contribution for payments which the underwriters may be required to make in
respect thereof, (2) provide that the obligations of the underwriters will be
subject to certain conditions precedent, and (3) provide that the underwriters
generally will be obligated to purchase all Offered Debt Securities if any are
purchased.
In connection with the offerings of the Offered Debt Securities, certain
persons participating in such offerings may engage in transactions that
stabilize, maintain or otherwise affect the price of the Offered Debt
Securities. Specifically, the underwriters may bid for and purchase the Offered
Debt Securities in the open market to stabilize the price of the Offered Debt
Securities. The underwriters may also over-allot the offerings of Offered Debt
Securities, creating a syndicate short position, and may bid for and purchase
the Offered Debt Securities in the open market to cover the syndicate short
position. In addition, the underwriters may bid for and purchase the Offered
Debt Securities in market making transactions and impose penalty bids. These
activities may stabilize or maintain the market prices of the Offered Debt
Securities above market levels that may otherwise prevail. The underwriters are
not required to engage in these activities and, if commenced, may end these
activities at any time.
The Company also may sell Offered Debt Securities to a dealer as principal.
In such event, the dealer may then resell such Offered Debt Securities to the
public at varying prices to be determined by such dealer at the time of resale.
The name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
Offered Debt Securities also may be offered through agents designated by
the Company from time to time. Any such agent will be named, and the terms of
any such agency will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in such Prospectus Supplement, any such
agent will act on a best efforts basis for the period of its appointment.
Dealers and agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Offered Debt
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutional investors to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future.
Institutional investors with whom such contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of the Company.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. Agents and underwriters
will not have any responsibility in respect of the validity of such contracts or
the performance of the Company or such institutional investors thereunder.
The anticipated place and time of delivery for the Offered Debt Securities
will be set forth in the Prospectus Supplement relating to the offering thereof.
LEGAL MATTERS
The legality of the Debt Securities 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. Certain legal matters concerning
16
<PAGE>
<PAGE>
the offering of the Debt Securities will be passed upon for the Company by its
securities counsel, Whitman Breed Abbott & Morgan LLP, New York, New York.
Certain legal matters will be passed upon for the underwriters by Simpson
Thacher & Bartlett (a partnership which includes professional corporations), New
York, New York.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from Century
Communications Corp.'s Annual Report on Form 10-K for the fiscal year ended May
31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated herein by reference and have been
so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
17
<PAGE>
<PAGE>
__________________________________ __________________________________
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
PAGE
----
<S> <C>
Use of Proceeds................................... S-2
Selected Financial Information.................... S-3
Description of the Notes.......................... S-4
Underwriting...................................... S-14
PROSPECTUS
Available Information............................. 2
Incorporation of Certain Documents by Reference... 2
Risk Factors...................................... 3
The Company....................................... 6
Ratio of Earnings to Fixed Charges................ 6
Use of Proceeds................................... 6
Price Range of Class A Common Stock............... 7
Description of Debt Securities.................... 7
Description of Capital Stock...................... 14
Plan of Distribution.............................. 15
Legal Matters..................................... 16
Experts........................................... 17
</TABLE>
$100,000,000
8 3/8% SENIOR NOTES DUE 2007
CENTURY
[LOGO] COMMUNICATIONS
CORP.
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
DONALDSON LUFKIN & JENRETTE
SECURITIES CORPORATION
DECEMBER 4, 1997
__________________________________ __________________________________
<PAGE>
