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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
REGISTRATION NO. 333-24617
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CENTURY COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW JERSEY 06-1158179
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
(203) 972-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
BERNARD P. GALLAGHER
CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
(203) 972-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
DAVID Z. ROSENSWEIG DAVID F. KROENLEIN VINCENT PAGANO, JR.
LEAVY ROSENSWEIG & HYMAN WHITMAN BREED ABBOTT & MORGAN LLP SIMPSON THACHER & BARTLETT
11 EAST 44TH STREET 200 PARK AVENUE 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10166 NEW YORK, NEW YORK 10017
(212) 983-0400 (212) 351-3000 (212) 455-2000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
------------------------
STATEMENT PURSUANT TO RULE 429(b)
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus which
forms a part of this Registration Statement includes all the information
currently required in the Prospectus relating to Debt Securities covered by
registration statement No. 33-50779 of the registrant that became effective on
July 14, 1994 and Shares of Class A Common Stock which may be issuable upon
conversion thereof.
________________________________________________________________________________
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 2, 1997
PROSPECTUS
CENTURY 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 $502,000,000 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 , 1997.
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<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
'Commission') two registration statements on Form S-3 (together with all
amendments and exhibits, referred to as the 'Registration Statements') 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 Statements, 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 Statements.
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, 1996 and Amendment No. 1 thereto filed on
August 30, 1996, the Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 1996, the Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1996 and Amendment No. 1 thereto filed on January 15, 1997, the
Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 1997,
and the Current Report on Form 8-K filed on June 14, 1996 and Amendment Nos. 1
and 2 thereto filed on August 15, 1996 and August 16, 1996, respectively.
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.
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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 $102,117,000, $82,625,000,
$101,837,000 and $66,688,000 for the fiscal years ended May 31, 1996 and 1995
and the nine-month periods ended February 28, 1997 and February 29, 1996,
respectively. Operating income was $26,248,000, $26,702,000, $4,140,000 and
$24,831,000 for the respective periods, after taking into account non-cash
charges (and the write down of Australian assets of $10,000,000 and $40,000,000
for the year ended May 31, 1996 and the nine months ended February 28, 1997,
respectively) of $226,456,000, $171,931,000, $227,067,000 and $134,715,000,
respectively. Interest expense was $172,215,000, $139,001,000, $112,294,000 and
$134,026,000 for the respective periods. 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 cellular telephone systems can generate
sufficient earnings to offset the charges, including depreciation and
amortization and interest expense, incurred in connection with such operations
and its investments in plants associated with rebuilds and extensions of its
cable television systems and expansion of the cellular telephone system
infrastructure.
Reflecting net losses in prior periods, the common stockholders' deficiency
as stated on the Company's consolidated balance sheet at February 28, 1997 was
$541,529,000. The Company's assets, including its cable television franchises
and cellular telephone licenses, are recorded on its balance sheet at historical
cost. The Company believes that the current fair value of such assets is
significantly in excess of their historical cost. Accordingly, the Company does
not believe that the common stockholders' deficiency reflects the current fair
value of the Company.
LEVERAGE; CAPITAL REQUIREMENTS
In recent years, the Company and its subsidiaries have incurred substantial
indebtedness in connection with the acquisition, construction and start-up
expenses of cellular telephone systems as well as the acquisition, upgrade and
extension of cable television systems. At February 28, 1997, the Company and its
subsidiaries had long-term debt (exclusive of current maturities of $15,224,000)
of $2,108,168,000, including indebtedness under four 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 February 28, 1997, Centennial Cellular Corp., the
Company's 31.8% owned subsidiary ('Centennial Cellular'), had an aggregate of
$369,000,000 outstanding principal amount of debt securities.
The cable television and cellular telephone businesses are capital
intensive. While cash generated from operations is expected to fund an
increasing portion of the working capital requirements, capital expenditures and
debt service obligations of the Company and its subsidiaries, the Company will
require additional funds from bank borrowings and other sources. 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's debt
instruments beginning in the fiscal year ended May 31, 2001. The Company will
need to refinance certain 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
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certain restrictions on the incurrence of additional indebtedness. See
'Restrictive Covenants; Consequences of Default' below.
For the year ended May 31, 1996 and the nine months ended February 28,
1997, earnings were less than fixed charges by $154,316,000 and $143,096,000,
respectively. See 'Ratio of Earnings to Fixed Charges.' Such amounts reflect
non-cash charges totaling $220,712,000 and $190,666,000, 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.
CELLULAR TELEPHONE INDUSTRY
The Company has a 31.8% common stock interest and a 73.6% voting interest
in Centennial Cellular and provides management services to Centennial Cellular.
As a result of the Company's controlling interest in the voting power of
Centennial Cellular, the operations of Centennial Cellular are consolidated with
those of the Company for financial reporting purposes. Centennial Cellular is
engaged in the ownership and operation of non-wireline telephone systems
primarily in four geographic areas in the United States and Puerto Rico. See
'THE COMPANY.' Centennial Cellular is a highly leveraged company. Centennial
Cellular is solely responsible for its debt. Since August 1988, Centennial
Cellular has acquired licenses for 28 cellular telephone markets which it owns
and manages, some of which are considered to be in the early development phase
of operations. Centennial Cellular also owns minority equity investment
interests in certain other cellular telephone systems and has recently
determined to sell or otherwise dispose of such interests. On March 13, 1995,
Centennial Cellular successfully bid for
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one of two Metropolitan Trading Areas (MTA) licenses to provide broadband
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. Centennial Cellular requires
substantial capital to operate, construct, expand and acquire cellular telephone
systems and to build out and operate its recently acquired Puerto Rico
telecommunications business and for debt service. Historically, Centennial
Cellular has been dependent upon borrowings, the issuance of its equity
securities and operating cash flow to provide funds for such purposes.
Centennial Cellular is exploring various sources of external financing,
including, but not limited to, bank financing, joint ventures, partnerships and
public and private placement of its debt or equity securities, and will be
dependent on such external financing to meet its operating, debt service,
dividend and capital expenditure commitments. Centennial Cellular does not
anticipate that improved cash flow from operations will be sufficient in the
near term to fund its requirements.
Additionally, the licensing, ownership, construction, operation and sale of
controlling interests in cellular telephone systems are regulated by the Federal
Communications Commission ('FCC'). Certain aspects of cellular telephone system
ownership, construction, operation (including, but not limited to, rates and the
resale of cellular service) and sale may be subject to public utility or other
state and municipal regulation in the states in which service is provided.
Changes in the regulation of cellular telephone system operators or their
activities (such as increased price regulation by state authorities or a
decision by the FCC to permit more than two licensees in each service area)
could have a material adverse effect on Centennial Cellular's operations.
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 88.37% of the combined voting power of both the Class A Common
Stock and the Class B Common Stock of the Company at June 30, 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.
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.
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Australia, where the Company is presently involved in the pay television
industry, generally does not restrict the removal or conversion of local or
foreign currency; however, there is no assurance this position will continue.
RECOVERY OF AUSTRALIAN INVESTMENT
During fiscal 1994, 1995 and 1996, the Company invested, through a
wholly-owned subsidiary, approximately $145 million in the developing pay
television industry in Australia, which investment included the purchase of
securities of East Coast Pay Television Pty Limited, an Australian company
('ECT'). Since commencement of its operations in the Australian pay television
industry, ECT has been funded by capital contributions and short-term debt
facilities from its principal security holders (including the Company), and
third party financings. The maturity dates on two of ECT's debt facilities,
currently held by a third party bank, have been extended to July 31, 1997. ECT
is currently in compliance with the terms and conditions of its debt facilities.
The Company's Australian holding company has reserved against its short-term
advances to ECT in the aggregate amount of $40,000,000. The Company recorded
this reserve as a write-down of its Australian assets. At February 28, 1997, the
remaining net book value of the Company's Australian investments was
approximately $30,000,000. With respect to such net book value on its books, the
Company is currently evaluating the current and potential future operating cash
flows of ECT and its equity interest in an Australian programming venture.
Further, the Company is in discussion with its investment advisors with respect
to a strategy to sell its investments in its Australian operations. The Company
currently believes that the remaining net book value of its Australian
investments is realizable, but there can be no assurance as to the timing or
amount of any receipts.
REGULATION
On February 8, 1996, 'The Telecommunications Act of 1996' (the '1996 Act')
was enacted into law. The new law 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 service)
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.
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 February 28, 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 2,060,000 homes and served a total of approximately
1,256,000 primary basic subscribers. Certain of the Company's cable systems are
owned 50% by the Company and 50% by unaffiliated entities. At February 28, 1997,
these systems passed approximately 541,000 homes and served approximately
271,000 primary basic subscribers.
The Company has a 31.8% common stock interest and a 73.6% voting interest
in Centennial Cellular and 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 $97,391,000 on February 28,
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 licenses for 28
cellular telephone markets which it owns and manages. In addition, on March 13,
1995, Centennial Cellular successfully bid for one of two MTA licenses to
provide 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.
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The Company has interests in businesses in the developing pay television
industry in Australia. The interests include investments in entities which have
the following: (i) programming arrangements and ownership of a satellite
subscription broadcast license which permits distribution of programming via
direct-to-home (DTH) satellite television broadcasting throughout Australia;
(ii) ownership of wireless cable distribution licenses (MDS) in areas covering
approximately 755,000 households; and (iii) a partnership in up to 25% of net
cash flow of Australis Media Limited ('Australis'), another Australian pay
television operator.
The Company has determined to pursue a strategy to sell its Australian
investments and is currently in discussion with investment advisors with respect
thereto. The Company has not yet developed an estimate of the net proceeds to be
received on disposition or the expected period required for completion of the
disposition. As a result, the operating results for the Australian operations
are reported as a component of continuing operations. Once the Company has
developed its formal plan for disposition, including its estimate of the net
proceeds upon disposition 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 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 cellular 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 years ended May 31, 1992, 1993, 1994, 1995 and 1996 and the nine
months ended February 28, 1997, earnings as defined were less than fixed charges
by approximately $83,015,000, $68,553,000, $66,088,000, $114,448,000,
$154,316,000 and $143,096,000, 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 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.'
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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 period from January 5, 1995
through June 30, 1997.
<TABLE>
<CAPTION>
HIGH LOW
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<S> <C> <C>
1995
First Quarter.................................................................. $10.13 $7.25
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
</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 amount of 8 7/8% Senior Notes Due 2007 issued by the Company in
January 1997 (the '8 7/8% 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 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.
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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 February 28, 1997 (excluding $15,174,000 of
Australian debt and including the debt securities of Centennial Cellular which
aggregated $369,000,000 in outstanding principal amount at February 28, 1997)
was $794,500,000.
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'); 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 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
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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 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 and
the Discount Notes provide that the holders of the 9 3/4% Notes, the 9 1/2%
Notes, the 8 7/8% 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 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 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 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 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, hether 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
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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 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 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,
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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 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
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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 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
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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 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 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 February 28, 1997, 31,010,353
shares of Class A Common Stock were issued and outstanding (excluding treasury
shares) and 45,126,115 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.
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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 in the Company of Leonard Tow and the Tow
Trusts, constituting approximately 88.37% of the combined voting power of both
classes of Common Stock at June 30, 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.
15
<PAGE>
<PAGE>
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 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, as amended
(the 'Securities Act'), 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.
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.
16
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<PAGE>
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 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 or agents, if any, by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), New York, New
York.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference to Century Communications
Corp.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1996 and
the combined financial statements of ML California Cable Division, a division of
ML Media Partners, L.P., for the years ended December 29, 1995 and December 30,
1994, incorporated in this Prospectus by reference from Century Communications
Corp.'s Form 8-K/A2 dated August 16, 1996 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
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering of the Debt
Securities, other than underwriting discounts and commissions, are as follows:
<TABLE>
<S> <C>
SEC registration fee........................................................... $151,515.15
Printing and engraving expenses................................................ 35,000*
Legal fees and expenses........................................................ 50,000*
Accounting fees and expenses................................................... 20,000*
Blue Sky fees and expenses (including counsel fees)............................ 20,000*
Trustees' fees and expenses.................................................... 40,000*
Rating agency fees............................................................. 90,000
Miscellaneous expenses......................................................... 3,750*
-----------
Total................................................................ $410,265.15
-----------
-----------
</TABLE>
- ------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14A:3-5 of the New Jersey Business Corporation Act provides the
following with respect to the indemnification of directors, officers and
employees:
(1) As used in this section,
(a) 'Corporate agent' means any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any other enterprise, serving as
such at the request of the indemnifying corporation, or of any such
constituent corporation, or the legal representative of any such
director, officer, trustee, employee or agent;
(b) 'Other enterprise' means any domestic or foreign corporation,
other than the indemnifying corporation, and any partnership, joint
venture, sole proprietorship, trust, or other enterprise, whether or not
for profit, served by a corporate agent;
(c) 'Expenses' means reasonable costs, disbursements and counsel
fees;
(d) 'Liabilities' means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;
(e) 'Proceeding' means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and
any appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding; and
(f) References to 'other enterprises' include employee benefit
plans; references to 'fines' include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to
'serving at the request of the indemnifying corporation' include any
service as corporate agent which imposes duties on, or involves services
by, the corporate agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and
in a manner the person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner 'not opposed to the best interests of
the corporation' as referred to in this section.
(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate
agent against his expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his being or having
been such a corporate agent, other than a proceeding by or in the right of
the corporation, if
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(a) such corporate agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; and
(b) with respect to any criminal proceeding, such corporate agent
had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that such corporate agent did not meet the
applicable standards of conduct set forth in paragraphs 14A:3-5(2)(a)
and 14A:3-5(2)(b).
(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate
agent against his expenses in connection with any proceeding by or in the
right of the corporation to procure a judgment in its favor which involves
the corporate agent by reason of his being or having been such corporate
agent, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation. However, in
such proceeding no indemnification shall be provided in respect of any
claim, issue or matter as to which such corporate agent shall have been
adjudged to be liable to the corporation, unless and only to the extent
that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of
liability, but in view of all circumstances of the case, such corporate
agent is fairly and reasonably entitled to indemnity for such expenses as
the Superior Court or such other court shall deem proper.
(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against
expenses to the extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to in subsections 14A:3-5(2)
and 14A:3-5(3) or in defense of any claim, issue or matter therein.
(5) Any indemnification under subsection 14A:3-5(2) and, unless
ordered by a court, under subsection 14A:3-5(3), may be made by the
corporation only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent
met the applicable standard of conduct set forth in subsection 14A:3-5(2)
or subsection 14A:3-5(3). Unless otherwise provided in the certificate of
incorporation or bylaws, such determination shall be made
(a) by the board of directors or a committee thereof, acting by a
majority vote of a quorum consisting of directors who were not parties
to or otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and
such quorum of the board of directors or committee by a majority vote of
the disinterested directors so directs, by independent legal counsel, in
a written opinion, such counsel to be designated by the board of
directors; or
(c) by the shareholders if the certificate of incorporation or
by-laws or a resolution of the board of directors or of the shareholders
so directs.
(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final
disposition of the proceeding as authorized by the board of directors upon
receipt of an undertaking by or on behalf of the corporate agent to repay
such amount if it shall ultimately be determined that he is not entitled to
be indemnified as provided in this section.
(7) (a) If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and
14A:3-5(6), a corporate agent may apply to a court for an award of
indemnification by the corporation, and such court
(i) may award indemnification to the extent authorized under
subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification to
the extent required under subsection 14A:3-5(4), notwithstanding any
contrary determination which may have been made under subsection
14A:3-5(5); and
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(ii) may allow reasonable expenses to the extent authorized by, and
subject to the provisions of, subsection 14A:3-5(6), if the court shall
find that the corporate agent has by his pleadings or during the course
of the proceeding raised genuine issues of fact or law.
(b) Application for such indemnification may be made
(i) in the civil action in which the expenses were or are to be
incurred or other amounts were or are to be paid; or
(ii) to the Superior Court in a separate proceeding. If the
application is for indemnification arising out of a civil action, it
shall set forth reasonable cause for the failure to make application for
such relief in the action or proceeding in which the expenses were or
are to be incurred or other amounts were or are to be paid.
The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and
form as may be required by the applicable rules of court or, in the
absence thereof, by direction of the court to which it is made. Such
application shall be upon notice to the corporation. The court may so
direct that notice shall be given at the expense of the corporation to
the shareholders and such other persons as it may designate in such
manner as it may require.
(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation,
to which a corporate agent may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders, or otherwise;
provided that no indemnification shall be made to or on behalf of a
corporate agent if a judgment or other final adjudication adverse to the
corporate agent establishes that his acts or omissions (a) were in breach
of his duty of loyalty to the corporation or its shareholders, as defined
in subsection (3) of N.J.S.14A:2-7, (b) were not in good faith or involved
a knowing violation of law or (c) resulted in receipt by the corporate
agent of an improper personal benefit.
(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his
being or having been a corporate agent, whether or not the corporation
would have the power to indemnify him against such expenses and liabilities
under the provisions of this section. The corporation may purchase such
insurance from, or such insurance may be reinsured in whole or in part by,
an insurer owned by or otherwise affiliated with the corporation, whether
or not such insurer does business with other insureds.
(10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise of such
powers.
(11) Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and
none shall be ordered by a court, if such action would be inconsistent with
a provision of the certificate of incorporation, a bylaw, a resolution of
the board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause
of action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled.
(12) This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when
the corporate agent has not been made a party to the proceeding.
Paragraph (2) of Article Eighth of the Certificate of Incorporation of the
Company provides, in pertinent part, as follows:
The Corporation shall, to the fullest extent permitted by Section
14A:3-5 of the Business Corporation Act, as the same may be amended and
supplemented, indemnify any and all corporate
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agents whom it shall have the power to indemnify under said Section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said Section, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise and shall continue as to a person who has ceased
to be a corporate agent and shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such a corporate
agent. The term 'corporate agent' as used herein shall have the meaning
attributed to it by Sections 14A:3-5 and 14A:5-21 of the Business
Corporation Act and by any other applicable provision of law.
Section 6.1 of the By-laws of the Company provides, in pertinent part, as
follows:
The Corporation shall, to the full extent permitted by applicable law,
indemnify any person (and the heirs, executors and administrators of such
person) who, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or of a constituent corporation
absorbed by the Corporation in a consolidation or merger or is or was
serving at the request of the Corporation or such constituent corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, was or is a party or
is threatened to be made a party to:
(a) any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with any such action, suit or proceeding, or
(b) any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit.
Any indemnification by the Corporation pursuant hereto shall be made
only in the manner and to the extent authorized by applicable law, and any
such indemnification shall not be deemed exclusive of any other rights to
which those seeking indemnification may otherwise be entitled.
Section 6 of the Underwriting Agreement Basic Provisions, which constitutes
Exhibit 1 to this Registration Statement and is incorporated herein by
reference, provides for indemnification, under certain circumstances, of the
Company, certain of its directors and officers and persons who control the
Company against certain liabilities in connection with this offering, including
liabilities under the Securities Act.
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ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1 -- Form of Underwriting Agreement Basic Provisions, with form of Terms Agreement attached
(incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form S-3
(Reg. No. 33-33787)).*
4.1 -- Senior Indenture between the Registrant and First Trust of California National Association,
successor trustee to Bank of America National Trust and Savings Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
S-3 (Reg. No. 33-47386)).*
4.2 -- Senior Subordinated Indenture between the Registrant and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K
for which the date of report is October 17, 1991).*
4.3 -- Form of Subordinated Indenture between the Registrant and State Street Bank and Trust Company,
as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement
on Form S-3 (Reg. No. 33-43639)).*
5 -- Opinion of Leavy Rosensweig & Hyman.*
12 -- Computation of Ratios of Earnings to Fixed Charges.*
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Leavy Rosensweig & Hyman.*
24 -- Power of Attorney (included in Part II of the Registration Statement).*
25.1 -- Statement of Eligibility and Qualification of Trustee under the Senior Indenture, on Form
T-1.*
25.2 -- Statement of Eligibility and Qualification of Trustee under the Senior Subordinated Indenture,
on Form T-1.*
25.3 -- Statement of Eligibility and Qualification of Trustee under the Subordinated Indenture, on
Form T-1.*
</TABLE>
- ------------
* Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section l0(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act
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of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling persons in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of New Canaan, State of Connecticut, on
the 1st day of July, 1997.
CENTURY COMMUNICATIONS CORP.
By /s/ BERNARD P. GALLAGHER
...................................
BERNARD P. GALLAGHER,
PRESIDENT AND
CHIEF OPERATING OFFICER
Pursuant to the requirement of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed below by the
following persons, in the capacities indicated, on July 1, 1997.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
/s/ LEONARD TOW* Chairman of the Board, Chief Executive Officer and Leonard Tow
......................................... Director (principal executive officer)
LEONARD TOW
/s/ SCOTT N. SCHNEIDER Chief Financial Officer, Senior Vice President, Scott N. Schneider
......................................... Treasurer and Director (principal accounting officer)
SCOTT N. SCHNEIDER
/s/ BERNARD P. GALLAGHER President, Chief Operating Officer and Director
.........................................
BERNARD P. GALLAGHER
Director
.........................................
WILLIAM M. KRAUS
/s/ DAVID Z. ROSENSWEIG* Director
.........................................
DAVID Z. ROSENSWEIG
Director
.........................................
ROBERT D. SIFF
/s/ PETER J. SOLOMON* Director
.........................................
PETER J. SOLOMON
/s/ CLAIRE TOW* Director
.........................................
CLAIRE TOW
</TABLE>
- ------------
* The undersigned, pursuant to a Power of Attorney executed by each of the
directors and officers noted above and filed with the Securities and Exchange
Commission, by signing his name hereto, does hereby sign and execute this
Amendment No. 2 to the Registration Statement on Form S-3 on behalf of each of
the persons noted above, all in the capacities and on the date indicated.
/s/ SCOTT N. SCHNEIDER
.....................................
SCOTT N. SCHNEIDER, ATTORNEY-IN-FACT
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- ------ ------------------------------------------------------------------------------------------------- -------
<S> <C> <C>
1 -- Form of Underwriting Agreement Basic Provisions, with form of Terms Agreement attached
(incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form S-3
(Reg. No. 33-33787))*..........................................................................
4.1 -- Senior Indenture between the Registrant and First Trust of California National Association,
successor trustee to Bank of America National Trust and Savings Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
S-3 (Reg. No. 33-47386))*......................................................................
4.2 -- Senior Subordinated Indenture between the Registrant and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K
for which the date of report is October 17, 1991)*.............................................
4.3 -- Form of Subordinated Indenture between the Registrant and State Street Bank and Trust Company,
as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement
on Form S-3 (Reg. No. 33-43639))*..............................................................
5 -- Opinion of Leavy Rosensweig & Hyman*...........................................................
12 -- Computation of Ratios of Earnings to Fixed Charges*............................................
23.1 -- Consent of Deloitte & Touche LLP...............................................................
23.2 -- Consent of Leavy Rosensweig & Hyman*...........................................................
24 -- Power of Attorney (included in Part II of the Registration Statement)*.........................
25.1 -- Statement of Eligibility and Qualification of Trustee under the Senior Indenture, on Form
T-1*...........................................................................................
25.2 -- Statement of Eligibility and Qualification of Trustee under the Senior Subordinated Indenture,
on Form T-1*...................................................................................
25.3 -- Statement of Eligibility and Qualification of Trustee under the Subordinated Indenture, on
Form T-1*......................................................................................
</TABLE>
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* Previously filed
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to the
Registration Statement (No. 333-24617) of Century Communications Corp. on Form
S-3 of our report dated August 23, 1996, appearing in the Annual Report on Form
10-K of Century Communications Corp. and subsidiaries for the year ended May 31,
1996, our report dated May 31, 1996, with regard to the combined financial
statements of ML California Cable Division, a Division of ML Media Partners,
L.P. for the years ended December 29, 1995 and December 30, 1994, included in
the Century Communications Corp. Form 8-K/A2 dated August 16, 1996, and to the
reference to us under the heading 'Experts' in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
July 2, 1997
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