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PROSPECTUS SUPPLEMENT DATED NOVEMBER 13, 1997
(TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 7, 1997 AND PROSPECTUS
DATED NOVEMBER 7, 1997)
[LOGO] CENTURY
COMMUNICATIONS
CORP.
$100,000,000
8 3/8% Senior Notes due 2017
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material United States federal income
tax matters that may be relevant to the acquisition, ownership and disposition
of the Notes by initial purchasers of the Notes, and, to the limited extent
discussed below under "-Market Discount" and "-Acquisition Premium; Amortizable
Note Premium", to subsequent holders of the Notes. This summary is limited to
United States Persons (as defined below) who hold the Notes as "capital assets"
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "CODE"), and whose "functional currency" as defined in the Code is
the U.S. dollar ("UNITED STATES HOLDERS"). This discussion does not address the
U.S. federal income tax consequences to certain persons subject to special
treatment under the federal income tax law, including, but not limited to,
tax-exempt organizations, dealers in securities or currencies, regulated
investment companies, real estate investment trusts, real estate mortgage
investment conduits, financial asset securitization investment trusts, financial
institutions, persons subject to alternative minimum tax, insurance companies,
or persons holding Notes as a part of a hedging, conversion or integrated
transaction or a straddle.
As used herein, the term "UNITED STATES PERSON" means (i) a citizen or
resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or any state thereof or
(iii) an estate or trust that is subject to United States federal income
taxation without regard to the source of its income. Thus, the following does
not address any tax consequences that apply to nonresident aliens or foreign
entities.
This summary is based upon the provisions of law and the regulations,
administrative rulings and judicial decisions thereunder now in effect, all of
which are subject to change (possibly with retroactive effect) or different
interpretations. This summary does not purport to be a comprehensive description
of all of the tax considerations that may be relevant to a decision to acquire,
hold or dispose of the Notes. This summary is provided for general information
purposes only, and does not constitute, and should not be considered as, legal
or tax advice to any purchaser or other holders of the Notes. PERSONS
CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF THE NOTES SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES THEREOF IN LIGHT OF THEIR PARTICULAR SITUATIONS, AS WELL AS
CONCERNING ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION, INCLUDING ANY STATE, LOCAL OR OTHER FOREIGN JURISDICTION, AS WELL
AS ANY ESTATE OR GIFT TAX CONSIDERATIONS.
(Continued on next page)
J.P. MORGAN & Co.
The date of this Prospectus Supplement is November 13, 1997.
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Payments of Interest. Interest payable on the Notes will generally be
taxable to a United States Holder as ordinary interest income at the time it is
paid or accrued, in accordance with the United States Holder's method of
accounting for United States federal income tax purposes.
Original Issue Discount. For federal income tax purposes, when a debt
instrument is issued at a discount, the amount of such discount ("ORIGINAL ISSUE
DISCOUNT" or "OID") is treated as interest income, and the holder of such
instrument must include such OID in his income for the period during which the
OID accrues even if no cash attributable to such OID income is received until
maturity, redemption or other disposition of the debt instrument.
The amount of OID, if any, on a debt instrument, such as the Notes, is
the difference between its "issue price" and its "stated redemption price at
maturity" (subject, generally, to a statutory de minimis exception not
applicable to the Notes). The portion of any such OID that is to be accrued (and
included in income) with respect to a debt instrument with a maturity of more
than one year generally will be determined for each accrual period during the
term of such debt instrument under the constant yield method, applied by (i)
multiplying the adjusted issue price of the debt instrument at the beginning of
the accrual period by its yield to maturity, and (ii) subtracting from that
product the amount of any interest payments made during that accrual period that
are based on a single fixed rate and are payable unconditionally in cash or in
property (other than debt instruments of the issuer) at intervals of one year or
less during the entire term of the debt instrument ("QUALIFIED STATED
INTEREST"). The resulting amount is allocated ratably to each day in the accrual
period, and the amount includible in a holder's income (whether on the cash or
accrual method of accounting) with respect to the debt instrument is the sum of
the resulting daily portions of OID for each day of the taxable year during
which the holder held the debt instrument.
The "ISSUE PRICE" of each Note in a particular offering will generally
be the first price at which a substantial amount of that particular offering is
sold (other than to an underwriter, placement agent or wholesaler). The "STATED
REDEMPTION PRICE AT MATURITY" of a Note equals the sum of all payments to be
made on such Note other than qualified stated interest. The "ADJUSTED ISSUE
PRICE" of a debt instrument at the beginning of any accrual period is equal to
its issue price increased by all previously accrued OID and reduced by the
amount of all previous payments made on such debt instrument (other than
payments of qualified stated interest). Generally, the tax basis of the debt
instrument in the hands of the holder will be increased and decreased,
respectively, by the same amounts.
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Because the stated redemption price at maturity for the Notes will
exceed the issue price for the Notes, the Notes will be issued with OID for
federal income tax purposes equal to the amount of this excess.
The Company is required to furnish to the Internal Revenue Service, and
will furnish annually to the record holders of the Notes, certain information
with respect to OID accruing during the calendar year. Because this information
will be based upon the adjusted issue price of the Notes as if the holder were
the original holder of the Notes, subsequent holders who purchase Notes for an
amount other than the adjusted issue price for such Notes or on a date other
than the end of an accrual period for the Notes will be required to determine
for themselves the amount of OID, if any, that they are required to report.
Market Discount. The income which an investor who acquires a Note from
an original Holder at a "market discount" must recognize may be affected by the
market discount provisions of the Code. Debt instruments such as the Notes are
considered to have been purchased at a market discount if, subsequent to their
original issuance, they are purchased at a price below their adjusted issue
price.
Under the market discount rules, if such an investor purchases a Note
at a market discount in excess of a statutorily-defined de minimis amount and
thereafter recognizes gain upon a disposition or retirement of the Note, then
the lesser of the gain so recognized and the portion of the market discount that
accrued while the Note was held by such investor generally will be treated as
ordinary income at such time. Moreover, any such market discount on a Note may
be taxable to such an investor at the time of certain otherwise non-taxable
transactions (e.g., gifts). In addition, a holder of a market discount Note may
be required to defer a portion of any interest expense that otherwise may be
deductible on any indebtedness incurred or maintained to purchase or carry such
Note until the holder disposes of the Note in a taxable transaction.
Neither the rule treating accrued market discount as ordinary income on
disposition nor the rule deferring interest deductions applies if the holder of
the market discount Note elects to include the accrued market discount in income
currently. This election to include market discount in income currently, once
made, applies to all market discount obligations acquired during or after the
first taxable year to which the election applies and may not be revoked without
the consent of the Internal Revenue Service. United States Holders should
consult with their own tax advisors in deciding whether to elect to include
market discount in income currently.
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Acquisition Premium; Amortizable Note Premium. A United States Holder
that purchases a Note for an amount (excluding any amount paid for accrued
interest) that is greater than its adjusted issue price but equal to or less
than the Note's remaining stated redemption price at maturity will be considered
to have purchased such Note at an "acquisition premium." The amount of OID which
such holder must include in its gross income with respect to such Note for any
taxable year will be reduced by the portion of such acquisition premium properly
allocated to such year.
A United States Holder that purchases a Note for an amount (excluding
any amount paid for accrued interest) in excess of the Note's remaining stated
redemption price at maturity will be considered to have purchased the Note at a
"premium." Such holder generally will not be required to include any OID in
income with respect to such Note and may elect to amortize the premium over the
remaining term of the Note (or, in certain circumstances, until an earlier
redemption or repurchase date) using a constant yield method.
If note premium is amortized, the amount of interest that must be
included in the United States Holder's income for any year will be reduced by
the portion of the premium allocable to such year. If such an election to
amortize note premium is not made, a United States Holder must include the full
amount of each interest payment in income in accordance with its regular method
of accounting and will receive a tax benefit from the premium only in computing
its gain or loss upon the sale or other disposition or payment of the principal
amount of the Note.
An election to amortize note premium will apply to amortizable note
premium on all Notes and all other bonds, debentures, notes, certificates and
other evidence of indebtedness, the interest on which is includible in the
United States Holder's gross income, held at the beginning of the United States
Holder's first taxable year to which the election applies or thereafter
acquired, and may be revoked only with the consent of the IRS. If an election is
made to amortize the premium on a Note, the basis of such Note in the hands of
the electing United States Holder will be decreased by the premium as it is
amortized. United States Holders should consult with their own tax advisors in
deciding whether to elect to amortize premium on the Notes.
Proposed Treasury regulations dealing with the treatment of note
premium were issued by the IRS on June 27, 1996. Among the provisions contained
in the proposed regulations is a provision that generally provides that premium
may be amortized to offset interest income on a note only as the holder of such
note takes qualified stated interest on such note into account under its regular
tax accounting method. If
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adopted, the regulations would be effective for debt instruments acquired on or
after the date 60 days after the date final regulations are published in the
Federal Register. However, if a United States Holder elects to amortize note
premium for the taxable year containing such effective date, the proposed
Treasury regulations would apply to all the United States Holder's debt
instruments held on or after the first day of the taxable year. United States
Holders and their tax advisors should consider the effect of these and the other
provisions of the proposed regulations in deciding whether to elect to amortize
premium, if any, on the Notes.
Sale, Exchange, Redemption or Repayment of the Notes. Upon the
disposition of a Note by sale, exchange, redemption, or repayment, a United
States Holder will generally recognize gain or loss equal to the difference
between (i) the amount realized on the disposition (other than amounts
attributable to accrued interest not previously included in income, which
amounts will be taxable as ordinary income) and (ii) the United States Holder's
tax basis in the Note.
A United States Holder's tax basis in a Note generally will equal the
cost of the Note (net of accrued interest) to the United States Holder increased
by amounts includible in income as OID and market discount (if the holder elects
to include market discount on a current basis), and reduced by any amortized
premium and any payment other than payments of qualified stated interest made on
such Note.
Such gain or loss (except to the extent that the market discount rules
discussed above otherwise provide) generally will constitute capital gain or
loss and will be long-term capital gain or loss if the United States Holder has
held such Note for longer than one year. Recently enacted legislation generally
provides that noncorporate taxpayers with net long-term capital gains will be
subject to reduced rates of taxation on such gains, which may vary depending
upon the periods which the assets giving rise to such gain were held. United
States Holders should consult their own tax advisors about these new capital
gain provisions.
Back-up Withholding. A United States Holder of a Note may be subject to
"back-up withholding" at the rate of 31% with respect to certain "reportable
payments," which generally include interest payments. These back-up withholding
rules apply if such holder, among other things, (i) fails to furnish a social
security number or other taxpayer identification number ("TIN") certified under
penalties of perjury within a reasonable time after the request therefor, (ii)
furnishes an incorrect TIN, (iii) fails to report properly interest or
dividends, or (iv) under certain circumstances, fails to provide a certified
statement, signed under penalties of
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perjury that the TIN furnished is the correct number and that such holder is not
subject to back-up withholding. Any amount withheld from a payment to an
investor under the back-up withholding rules is creditable against such
investor's U.S. federal income tax liability, provided the required information
is furnished to the IRS. Back-up withholding will not apply, however, with
respect to payment made to certain holders of the Notes, including corporations,
tax-exempt organizations and certain foreign persons, provided their exemption
from back-up withholding is properly established. United States Holders of Notes
should consult their tax advisors as to their qualification for exemption from
U.S. backup withholding and the procedure for obtaining such an exemption.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF
ALL U.S. INCOME TAX CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP OR
RETIREMENT OF THE NOTES. PROSPECTIVE PURCHASERS OF THE NOTES SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR PARTICULAR
SITUATIONS.
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