<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CENTURY COMMUNICATIONS CORP.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
[Logo]
CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
--------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 31, 1997
--------------------------
The Board of Directors of Century Communications Corp., a New Jersey
corporation (the 'Company'), hereby gives notice that the 1997 Annual Meeting of
Shareholders of the Company (the 'Annual Meeting') will be held at the GTE
Management Development Center, Weed Avenue, Norwalk, Connecticut 06850, on
Friday, October 31, 1997, at 10:00 a.m., Eastern Time, for the following
purposes:
1. To elect ten directors of the Company to serve until the next
annual meeting of shareholders and thereafter until their successors shall
have been elected and qualified.
2. To vote on the ratification of the approval and adoption by the
Board of Directors of an amendment to the Company's 1992 Management Equity
Incentive Plan to increase the number of shares of Class A Common Stock
available for grant thereunder by an additional 500,000 shares.
3. To vote on the ratification of the selection by the Board of
Directors of Deloitte & Touche LLP as independent accountants for the
Company for the fiscal year ending May 31, 1998.
4. To transact such other business as may properly come before the
meeting.
All shareholders are cordially invited to attend. Only holders of record of
issued and outstanding shares of Class A Common Stock and Class B Common Stock
of the Company at the close of business on Monday, September 15, 1997 will be
entitled to receive notice of and vote at the Annual Meeting. If you attend the
Annual Meeting, you may vote in person if you wish, even though you have
previously returned your proxy. A copy of each of the Company's Proxy Statement
and 1997 Annual Report to Shareholders for its fiscal year ended May 31, 1997 is
enclosed herewith.
By Order of the Board of Directors
DAVID Z. ROSENSWEIG
DAVID Z. ROSENSWEIG,
Secretary
September 29, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE
ACCOMPANYING PROXY STATEMENT AND PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES OF AMERICA. THE PROXY IS REVOCABLE BY YOU AT ANY
TIME PRIOR TO ITS USE AT THE ANNUAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY
CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH
PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL YOUR SHARES WILL BE
VOTED AT THE ANNUAL MEETING.
<PAGE>
<PAGE>
[Logo]
CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
---------------------------------
PROXY STATEMENT
---------------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Century Communications Corp., a New Jersey corporation
(the 'Company'), of proxies for use at the 1997 Annual Meeting of Shareholders
of the Company (the 'Annual Meeting') to be held at the GTE Management
Development Center, Weed Avenue, Norwalk, Connecticut 06850, on Friday, October
31, 1997, at 10:00 a.m., Eastern Time, and at any adjournment or adjournments of
the Annual Meeting. This Proxy Statement and the enclosed proxy are first being
sent to shareholders on or about September 29, 1997.
At the Annual Meeting, shareholders of the Company will (i) elect ten
directors of the Company to serve until the next annual meeting of shareholders
and thereafter until their successors shall have been elected and qualified;
(ii) vote on the ratification of the approval and adoption by the Board of
Directors of an amendment to the Company's 1992 Management Equity Incentive Plan
to increase the number of shares of Class A Common Stock available for grant
thereunder by 500,000; and (iii) vote on the ratification of the selection by
the Board of Directors of Deloitte & Touche LLP as independent accountants for
the Company for the fiscal year ending May 31, 1998. Shareholders may also
consider and act upon such other matters as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
The close of business on Monday, September 15, 1997 has been selected as
the record date for determining the holders of outstanding shares of the
Company's Class A Common Stock, par value $.01 per share (the 'Class A Common
Stock'), and 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'),
entitled to receive notice of and vote at the Annual Meeting. On September 15,
1997, there were 29,920,024 shares of Class A Common Stock outstanding and
44,357,308 shares of Class B Common Stock outstanding. Holders of Class A Common
Stock are entitled to one vote per share and holders of Class B Common Stock are
entitled to ten votes per share. All shares of Class A Common Stock and Class B
Common Stock will vote together as one class on all questions that come before
the Annual Meeting, except that the shares of Class A Common Stock will vote
separately as a class with respect to the election of one director (the 'Class A
Director').
VOTE REQUIRED
Votes at the Annual Meeting will be tabulated by the inspector of election
appointed by the Company. Shares of Common Stock represented by a properly
signed and returned proxy are considered present at the Annual Meeting for
purposes of determining a quorum.
Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, as a general rule brokers may vote these shares
in their discretion. However, brokers are precluded from exercising their
<PAGE>
<PAGE>
voting discretion on certain types of proposals. Absent specific instructions
from the beneficial owner in such cases, brokers may not vote on those
proposals. This results in what is known as a 'broker non-vote' on such
proposals.
Elections of directors other than the Class A Director will be determined
by a plurality vote of the combined voting power of all shares of Common Stock
present in person or by proxy and voting at the Annual Meeting. The election of
the Class A Director will be determined by a plurality vote of all shares of
Class A Common Stock, voting separately as a class, present in person or by
proxy and voting at the Annual Meeting. Accordingly, votes 'withheld' from
director-nominee(s) will not count against the election of such nominee(s).
Brokers have discretionary authority to vote on the election of directors.
Ratification of the approval and adoption of the amendment to the Company's
1992 Management Equity Incentive Plan to increase by 500,000 the number of
shares of Class A Common Stock available for grant thereunder requires the
favorable vote of a majority of the votes cast on this proposal at the Annual
Meeting by the holders of Class A Common Stock and Class B Common Stock voting
together as one class. Brokers do not have discretionary authority to vote on
this item. Abstentions and broker non-votes will not count as votes cast for or
against this proposal and will not be included in calculating the number of
votes necessary for approval of this proposal.
Passage of the proposal to ratify the selection of Deloitte & Touche LLP as
independent accountants for the Company for the fiscal year ending May 31, 1998
requires the approval of a majority of the votes cast on this proposal.
Abstentions as to this proposal will not count as votes cast for or against this
proposal and will not be included in calculating the number of votes necessary
for approval of this proposal. Brokers have discretionary authority to vote on
this proposal.
All other matters will be determined by the vote of a majority of the
combined voting power of all shares of Common Stock present in person or by
proxy at the Annual Meeting and voting on such matters. Abstentions and broker
non-votes as to particular matters will not count as votes cast for or against
such matters and will not be included in calculating the number of votes
necessary for approval of such matters.
Each shareholder of the Company is requested to complete, sign, date and
return the enclosed proxy without delay in order to ensure that shares owned
thereby are voted at the Annual Meeting. All shares represented by properly
executed proxies will be voted at the Annual Meeting in accordance with the
directions given on such proxies. If no direction is given, a properly executed
proxy will be voted FOR the election of the ten persons named under 'Election of
Directors', FOR ratification of the approval and adoption of the amendment to
the 1992 Management Equity Incentive Plan to increase by 500,000 the number of
shares of Class A Common Stock available for grant thereunder and FOR
ratification of the selection of Deloitte & Touche LLP as independent
accountants for the Company for the fiscal year ending May 31, 1998. The Board
of Directors does not anticipate that any other matters will be brought before
the Annual Meeting. If, however, other matters are properly presented, the
persons named in the proxy will have discretion, to the extent allowed by New
Jersey law, to vote in accordance with their own judgment on such matters.
REVOCATION OF PROXIES
Any shareholder may revoke a proxy at any time before such proxy is voted.
Proxies may be revoked by (i) delivering to the Secretary of the Company a
written notice of revocation bearing a date later than the date of the proxy;
(ii) duly executing a subsequent proxy relating to the same shares of Common
Stock and delivering it to the Secretary of the Company; or (iii) attending the
Annual Meeting and stating to the Secretary of the Company an intention to vote
in person and so voting. Attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy. Any subsequent proxy or written notice
of revocation of a proxy should be delivered to Century
2
<PAGE>
<PAGE>
Communications Corp., 50 Locust Avenue, New Canaan, Connecticut 06840,
Attention: Scott N. Schneider, Assistant Secretary.
COST OF SOLICITATION
The Company will bear all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers and regular employees of
the Company may also solicit proxies by telephone, telegraph or personal
interview. In addition, the Company expects to request persons who hold shares
in their names for others to forward copies of this proxy soliciting material to
them and to request authority to execute proxies in the accompanying form, and
the Company will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of September 15, 1997, certain
information with respect to the beneficial ownership of shares of Class A Common
Stock or Class B Common Stock by each person known to the Company to own
beneficially more than 5% of the outstanding shares of Class A Common Stock or
Class B Common Stock. Each share of Class B Common Stock is convertible, at any
time, into one share of Class A Common Stock. Holders of Class A Common Stock
are entitled to one vote per share and holders of Class B Common Stock are
entitled to ten votes per share.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------------------------
NAME AND ADDRESS CLASS/NUMBER PERCENT
OF BENEFICIAL OWNER OF SHARES OF CLASS
- -------------------------------------------------------------------- ------------------------------ --------
<S> <C> <C> <C>
Leonard Tow ........................................................ Class A: 950,956(2) 3.2%
50 Locust Avenue Class B: 42,297,059(3)(4)(5) 95.4
New Canaan, CT 06840
Claire L. Tow ...................................................... Class A: 950,956(6) 3.2
50 Locust Avenue Class B: 42,297,059(4)(5)(7) 95.4
New Canaan, CT 06840
The Capital Group Companies, Inc. .................................. Class A: 4,197,220(8) 14
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071
The Prudential Insurance Company of America ........................ Class A: 3,165,303(9) 10.6
751 Broad Street
Newark, NJ 07102-3777
Sentry Insurance ................................................... Class B: 2,060,249(5) 4.6
a Mutual Company
1800 N. Point Drive
Stevens Point, WI 54481
Citizens Utilities Company ......................................... Class A: 1,807,095(10) 6
CU Capital Corp.
High Ridge Park
Stamford, CT 06905
Merrill Lynch & Co., Inc. .......................................... Class A: 2,811,802(11) 9.4
Merrill Lynch Group, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281
</TABLE>
(footnotes on next page)
3
<PAGE>
<PAGE>
(footnotes from previous page)
(1) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
'beneficial ownership' of any security that such person has the right to
acquire within 60 days after such date.
(2) Consists of 876,577 shares of Class A Common Stock as to which Mr. Tow has
sole voting and investment power. Includes the 74,379 shares set forth in
(6) below beneficially owned solely by Mrs. Tow, as to which shares he
disclaims beneficial ownership.
(3) Consists of 18,946,095 shares of Class B Common Stock as to which Mr. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which he
shares, voting and investment power. Includes the 2,813,365 shares set
forth in (7) below beneficially owned solely by Mrs. Tow, as to which
shares he disclaims beneficial ownership.
(4) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,946,095 shares of Class B Common Stock, Mr. Tow
and Mrs. Tow jointly own of record and beneficially 20,537,599 shares of
Class B Common Stock as trustees for the benefit of Mrs. Tow and their
adult children, and Mrs. Tow owns of record and beneficially 2,813,365
shares of Class B Common Stock as trustee for the benefit of their adult
children.
(5) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock is deemed to own an equal number of shares
of Class A Common Stock. Thus, Leonard Tow, Claire L. Tow and Sentry
Insurance are deemed to be beneficial owners, respectively, of 43,248,015,
43,248,015 and 2,060,249 shares of Class A Common Stock. As a percent of
the Class A Common Stock, this ownership by the above-named persons is
deemed to be 58.2%, 58.2% and 2.8%, respectively.
(6) Consists of 74,379 shares of Class A Common Stock as to which Mrs. Tow has
sole voting and investment power. Includes the 876,577 shares set forth in
(2) above beneficially owned solely by Mr. Tow, as to which shares she
disclaims beneficial ownership.
(7) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which she
shares, voting and investment power. Includes the 18,946,095 shares set
forth in (3) above beneficially owned solely by Mr. Tow, as to which shares
she disclaims beneficial ownership.
(8) Based solely upon information contained in Amendment No. 10 to a Statement
on Schedule 13G filed with the Commission on February 12, 1997. According
to said Schedule 13G, The Capital Group Companies, Inc. has sole voting
power with respect to 1,930,600 shares of Class A Common Stock and sole
dispositive power with respect to 4,197,220 shares of Class A Common Stock,
by virtue of Rule 13d-3 under the Act. Its wholly owned subsidiaries,
Capital Research and Management Company and Capital Guardian Trust Company
have sole dispositive power with respect to 1,726,610 and 1,730,000 shares
of Class A Common Stock, respectively.
(9) Based solely upon information contained in Amendment No. 1 to a Statement
on Schedule 13G filed with the Commission on July 10, 1997. According to
said Schedule 13G, The Prudential Insurance Company of America holds 29,400
shares of Class A Common Stock for its general account and may have direct
or indirect voting and/or investment discretion with respect to 3,135,903
shares of Class A Common Stock which are held for the benefit of its
clients by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and/or other affiliates.
(footnotes continued on next page)
4
<PAGE>
<PAGE>
(footnotes continued from previous page)
(10) Based solely upon information contained in a Statement on Schedule 13D
filed with the Commission on July 2, 1992. The Company has agreed pursuant
to an agreement dated July 2, 1992 between it and Citizens that, subject to
certain conditions, upon the request of Citizens, it will file up to two
registration statements under the Securities Act of 1933, as amended (the
'Act'), in order to permit Citizens to offer and sell, pursuant to such
registration statement(s), such shares of Class A Common Stock.
(11) Based solely upon information contained in Amendment No. 3 to a Statement
on Schedule 13G filed with the Commission on February 12, 1997. According
to said Schedule 13G, Merrill Lynch & Co., Inc. and Merrill Lynch Group,
Inc. each has shared voting and dispositive power with respect to 2,811,802
shares of Class A Common Stock, Princeton Services, Inc. has shared voting
and dispositive power with respect to 2,810,000 shares of Class A Common
Stock, and Fund Asset Management, L.P. and Merrill Lynch Phoenix Fund, Inc.
each has shared voting and dispositive power with respect to 2,600,000
shares of Class A Common Stock. The address of Princeton Services, Inc.,
Fund Asset Management, L.P. and Merrill Lynch Phoenix Fund, Inc. is 800
Scudders Mill Road, Plainsboro, New Jersey 08536.
ELECTION OF DIRECTORS
Ten persons have been nominated for election as directors of the Company to
serve until the 1998 Annual Meeting of Shareholders and until their successors
are elected and qualified. All of the nominees other than John P. Cole, Jr.,
Daniel E. Gold, Michael G. Harris and David Ross Miller are currently directors.
The holders of Class A Common Stock are entitled to elect, at the Annual
Meeting, voting separately as a class, one director (the 'Class A Director').
The Board has nominated William M. Kraus as the Class A Director. The other nine
directors will be elected by vote of a plurality of the combined voting power of
all shares of Class A Common Stock and Class B Common Stock present and voting
at the Annual Meeting, voting together as a single class, with each share of
Class A Common Stock having one vote and each share of Class B Common Stock
having ten votes.
The persons named in the accompanying proxy will vote for the election of
such nominees unless, by reason of death or other unexpected occurrence, one or
more of such nominees shall not be available for election, in which event it is
intended that such votes will be cast for a substitute nominee or nominees
designated by the Board or, if no substitute nominee or nominees are so
designated, that the membership of the Board will be reduced to a number equal
to the number of such nominees, provided that a nominee for the Class A Director
will be substituted in order that the Class A directorship is not eliminated.
The Board has no reason to believe that any of the nominees listed below will
not be available for election as a director.
The following table sets forth the name of each nominee, his or her age and
if presently a Director, the year he or she was elected a director of the
Company (or of Century Communications Corp., a Texas corporation
('Century-Texas'), the Company's predecessor in interest and now its
wholly-owned subsidiary), his or her principal occupation, other business
experience during the last five years, other directorships in publicly-held
corporations and ownership of shares of Class A Common Stock and Class B Common
Stock of the Company as of September 15, 1997.
5
<PAGE>
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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
John P. Cole, Jr ..................... Mr. Cole is a member of the Class A: 68,127(7) *
Age: 67 Washington, D.C. law firm of Cole
Nominee for Director Raywid & Braverman which serves
as a regulatory counsel to the
Company and Centennial Cellular
Corp., a Company engaged in the
wireless telephone business
('Centennial') (in which the
Company has a common stock
interest of approximately 32% and
a voting interest of
approximately 74%).
Bernard P. Gallagher ................. Mr. Gallagher has been the Class A: 579,335(8) 1.9%
Age: 50 President and Chief Operating
Director since 1990 Officer of the Company since
October 1989. He has been
Chairman of the Board and Chief
Executive Officer of Centennial
since August 1991 and director of
Centennial since March 1991. From
February 1990 to August 1991, Mr.
Gallagher was President and Chief
Operating Officer of Centennial.
From 1979 to October 1989, he
served in various financial and
executive capacities at Comcast
Corporation, a cable television
and cellular telephone company,
and its subsidiaries, including
Vice President and Treasurer from
November 1984 to October 1989.
Daniel E. Gold ....................... Mr. Gold has been the Senior Vice Class A: 140,364(9) *
Age: 61 President of the Company and
Nominee for Director President of the Cable Television
Division of the Company since
February 1995. From July 1994 to
January 1995, he was Chief Execu-
tive Officer of the American
Society of Composers, Authors and
Publishers. Mr. Gold was Senior
Vice President, Operations, of
the Cable Television Division of
the Company from 1991 to June
1994.
</TABLE>
6
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Michael G. Harris .................... Mr. Harris has been the Senior Class A: 196,564(10) *
Age: 51 Vice President, Engineering and
Nominee for Director Chief Engineering Officer of the
Company since June 1991. Mr.
Harris has also been Senior Vice
President, Engineering, and Chief
Engineering Officer of Centennial
since August 1991.
William M. Kraus(2)(3)(4)(5) ......... Mr. Kraus is the Chairman of Class A: 5,091(11) *
Age: 71 Kraus Sikes, Inc., a publishing
Director since 1986 company, and has been such since
Nominee for Class A Director 1985. From 1983 to 1985, he was a
Vice President of The Equitable
Life Assurance Society of the
United States. From 1979 to 1983,
Mr. Kraus held positions as the
Secretary of the Department of
Development of the State of
Wisconsin and as Assistant to the
Governor of the State of
Wisconsin. Mr. Kraus has been a
director of Centennial since
August 1991.
David Ross Miller .................... Mr. Miller was a Director of M & Class A: 11,000(12) *
Age: 71 I Mid-State Bank, Stevens Point,
Nominee for Director Wisconsin from 1978 to 1997, the
Chairman of the Board from 1984
to 1997, and is currently
Director Emeritus. From 1985 to
1991 Mr. Miller was a Director of
Sentry Insurance, a mutual
company, Stevens Point, Wis-
consin and from 1971 to 1991 Mr.
Miller was the President and a
Director of Sentry Investment
Management, Inc. Mr. Miller was
previously (December 1985 to
October 1991) a Director of the
Company.
</TABLE>
7
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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
David Z. Rosensweig(2)(5) ............ Mr. Rosensweig has been the Class A: 46,958(13) *
Age: 72 Secretary of the Company since
Director since 1982 its incorporation in December
1985, and of Century-Texas from
1982 to December 1985. Mr.
Rosensweig has been a director
and Secretary of Centennial since
1988. He is a member of the New
York law firm of Leavy Rosensweig
& Hyman, which acts as general
counsel to the Company and
Centennial, and has been
practicing law since 1948.
Scott N. Schneider ................... Mr. Schneider has been Chief Class A: 324,141(14) 1.1%
Age: 39 Financial Officer of the Company
Director since 1994 since December 1996. He has been
Senior Vice President and
Treasurer of the Company since
June 1991 and has been an
Assistant Secretary of the
Company since October 1986. He
was a Vice President of the
Company from October 1986 to June
25, 1991 and was Controller of
the Company from December 1985 to
June 25, 1991. He was Controller
of Century-Texas from December
1982 to December 1985. Mr.
Schneider has also been Senior
Vice President, Chief Financial
Officer and Treasurer of
Centennial since August 1991. He
was a Vice President and
Controller of Centennial from the
date of its incorporation in 1988
to August 1991. Mr. Schneider has
been a director of Centennial
since August 1991.
</TABLE>
8
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Claire L. Tow ........................ Mrs. Tow has been a Senior Vice Class A: 950,956(15)(16) 3.2%
Age: 67 President of the Company since Class B: 42,297,059(17) 95.4
Director since 1988 August 1992 and was a Vice (18)
President of the Company from
February 1988 to August 1992. She
has been involved in the
operations of the Company since
its incorporation in December
1985 and in the operations of
Century-Texas since its organiza-
tion. Mrs. Tow has served as a
director of Citizens since June
1993. Claire Tow is the wife of
Leonard Tow.
Leonard Tow(3) ....................... Mr. Tow has been the Chairman of Class A: 950,956(19) 3.2%
Age: 69 the Board of the Company since Class B: 42,297,059(17) 95.4
Director since 1973 1989, and has been the Chief (18)(20)
Executive Officer of the Company
since its incorporation and of
Century-Texas since its
organization in 1973 through
December 1985. Mr. Tow also
served as the President and Chief
Operating Officer of the Company
from the date of its incorpo-
ration to October 1989, and as
Chief Financial Officer of the
Company from the date of its
incorporation to December 1996,
and in both of said capacities
for Century-Texas from its
organization in 1973 through
December 1985. He has been active
in the cable television industry
for more than 30 years. Mr. Tow
has served as the Chairman of the
Board, Chief Executive Officer
and Chief Financial Officer of
Citizens, 1.94% of the stock of
which is owned by the Company,
since 1990. He holds a Ph.D. from
Columbia University and is the
husband of Claire Tow.
</TABLE>
- ------------
* Less than 1%.
(1) Year that the nominee, if currently a Director, first became a Director of
the Company or, if before December 5, 1985, of Century-Texas.
(2) Member of the Compensation Committee.
(footnotes continued on next page)
9
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<PAGE>
(footnotes continued from previous page)
(3) Member of the Executive Committee.
(4) Member of the Audit Committee.
(5) Member of the Employee Stock Option and Equity Plan Committee.
(6) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
'beneficial ownership' of any security that such person has the right to
acquire within 60 days after such date.
(7) Mr. Cole is the record and beneficial owner of all of these shares.
(8) Consists of 27,055 shares as to which Mr. Gallagher is the record and
beneficial holder, 119,913 shares granted to Mr. Gallagher under the
Company's 1992 Management Equity Incentive Plan (the 'Equity Plan') and
432,367 shares that Mr. Gallagher has the right to acquire pursuant to
stock option grants under the Company's 1994 Employee Stock Option Plan
(the '1994 Option Plan'). Does not include 242,506 shares of Class A Common
Stock of which Mr. Gallagher's wife is the beneficial owner and in which
Mr. Gallagher disclaims any beneficial interest.
(9) Consists of 7,899 as to which Mr. Gold is the record and beneficial holder,
54,000 shares granted to Mr. Gold under the Equity Plan, and 78,465 shares
that Mr. Gold has the right to acquire pursuant to stock grants under the
1994 Option Plan.
(10) Consists of 47,496 shares as to which Mr. Harris is the record and
beneficial holder, 59,455 shares granted to Mr. Harris under the Company's
1992 Management Equity Incentive Plan (the 'Equity Plan') and 89,613 shares
that Mr. Harris has the right to acquire pursuant to stock option grants
under the Company's 1994 Employee Stock Option Plan (the '1994 Option
Plan'). Does not include 1,009 shares of Class A Common Stock of which Mr.
Harris' wife is the beneficial owner and in which Mr. Harris disclaims any
beneficial interest.
(11) Includes 1,200 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.
(12) David Ross Miller is the record and beneficial holder of all of these
shares.
(13) Consists of 39,401 shares as to which Mr. Rosensweig is the record and
beneficial holder, 4,455 shares granted to Mr. Rosensweig under the Equity
Plan and 3,102 shares that Mr. Rosensweig has the right to acquire pursuant
to stock option grants under the 1994 Option Plan.
(14) Consists of 165,073 shares directly owned by Mr. Schneider, 69,455 shares
granted to Mr. Schneider under the Equity Plan and 89,613 shares that Mr.
Schneider has the right to acquire pursuant to stock option grants under
the 1994 Option Plan.
(15) Consists of 16,311 shares of which Claire L. Tow is the record and
beneficial holder, 4,455 shares granted to Claire L. Tow under the Equity
Plan and 53,613 shares that Claire L. Tow has the right to acquire pursuant
to stock option grants under the 1994 Option Plan. Includes the 876,577
shares set forth in (19) below beneficially owned solely by Leonard Tow, as
to which shares she disclaims beneficial ownership.
(16) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock, which is convertible at any time into Class
A Common Stock, is deemed to own an equal number of shares of Class A
Common Stock. Thus, Leonard Tow, Claire L. Tow and all directors, nominees
for director and executive officers as a group are deemed to be beneficial
owners, respectively, of 43,248,015, 43,248,015 and 44,768,023 shares of
Class A Common Stock. As a percent of Class A Common Stock, assuming all
shares of Class B Common Stock have been so
(footnotes continued on next page)
10
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<PAGE>
(footnotes continued from previous page)
converted by the above-named persons, this ownership by the above-named
persons is deemed to be 58.2%, 58.2% and 60.3%, respectively.
(17) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
has sole voting and investment power, and 20,537,599 shares of Class B
Common Stock as to which she shares voting and investment power. Includes
the 18,946,095 shares set forth in (20) below beneficially owned solely by
Mr. Tow, as to which shares she disclaims beneficial ownership.
(18) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,946,095 shares of Class B Common Stock, Mr. Tow
and Mrs. Tow jointly own of record and beneficially 20,537,599 shares of
Class B Common Stock as trustees for the benefit of Mrs. Tow and their
adult children, and Mrs. Tow owns of record and beneficially 2,813,365
shares of Class B Common Stock as trustee for the benefit of their adult
children.
(19) Consists of 44,431 shares of which Leonard Tow is the record and beneficial
holder, 156,709 shares granted to Leonard Tow under the Equity Plan and
675,437 shares that Leonard Tow has the right to acquire pursuant to stock
option grants under the 1994 Option Plan. Includes the 74,379 shares set
forth in (15) above beneficially owned solely by Claire L. Tow, as to which
shares he disclaims beneficial ownership.
(20) Consists of 18,946,095 shares of Class B Common Stock as to which Mr. Tow
has sole voting and investment power, and 20,537,599 shares of Class B
Common Stock as to which he shares voting and investment power. Includes
the 2,813,365 shares set forth in (17) above beneficially owned solely by
Mrs. Tow, as to which shares he disclaims beneficial ownership.
COMMITTEES AND MEETINGS OF THE BOARD
The Board of Directors met six times and acted five times by unanimous
written consent during the fiscal year ended May 31, 1997. Each director
attended all of the meetings of the Board of Directors and the committees of
which said director was a member, except for Andrew Tow who attended 3 out of 5
meetings prior to resignation.
The Executive Committee, whose members are noted above, is empowered,
except as limited by the laws of the State of New Jersey, to function with the
full power of the Board of Directors when the Board is not meeting. The
Executive Committee did not meet during the fiscal year ended May 31, 1997.
The Audit Committee, whose members are noted above, recommends to the Board
of Directors the independent auditors to be selected for the Company and reviews
the following matters with the independent auditors: scope and results of the
independent audits, corporate accounting, internal accounting control
procedures, adequacy and appropriateness of financial reporting to shareholders,
and such other related matters as the Audit Committee considers to be
appropriate. The Audit Committee met twice during the fiscal year ended May 31,
1997.
The Compensation Committee, whose members are noted above, makes
recommendations to the Board of Directors concerning the salary and certain
other forms of compensation for the Company's Chief Executive Officer and sets
the salary and cash bonus compensation of the President and Chief Operating
Officer, the Chief Financial Officer, Senior Vice President and Treasurer, the
Senior Vice President and President of the Cable Television Division, and the
Senior Vice President, Engineering. The Compensation Committee also administers
the Employee Stock Purchase Plan, Incentive Award Plan and 1985 Stock Equivalent
Plan. The Compensation Committee determines the participants and selects the
recipients of awards or units under each plan and the amount and terms of
compensation
11
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<PAGE>
granted under each plan. The Compensation Committee met three times during the
fiscal year ended May 31, 1997.
The Employee Stock Option and Equity Plan Committee, whose members are
noted above, administers the 1985 Option Plan and the 1994 Option Plan (together
the 'Option Plans') and the Equity Plan. The Employee Stock Option and Equity
Plan Committee makes recommendations to the Board of Directors with respect to
the recipients of options under the Option Plans and the provisions of options
granted under such plans, including the option prices, terms and number of
shares subject to option and with respect to the Equity Plan, the recipients of
awards and the terms and conditions of each award. The Employee Stock Option and
Equity Plan Committee met five times and acted eight times by unanimous written
consent during the fiscal year ended May 31, 1997.
The Company has not designated a nominating committee or other committee
performing a similar function. Such matters are decided by the Board of
Directors.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers of
the Company (based on amounts reported as salary and bonus for fiscal 1997) for
each of the Company's last three fiscal years (collectively the 'Named
Executives').
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------
AWARDS
ANNUAL COMPENSATION --------------------------
------------------------------------------ SHARES PAYOUTS
OTHER RESTRICTED UNDERLYING ----------
FISCAL ANNUAL STOCK OPTIONS/ LTIP
NAME/PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) COMPENSATION AWARD(S)($) SARS(#) PAYOUTS($)
- ------------------------------- ------ ------------ -------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Leonard Tow 1997 $2,030,334 $357,700 $583,969(12) $ 325,000(2) 0 --
Chairman of the Board 1996 2,104,000 357,700 285,713(12) 708,750(3) 275,000(5) --
of Directors and 1995 1,885,236 0 200,000(12) 291,176(13) 0 --
Chief Executive Officer
Bernard P. Gallagher 1997 430,992 150,000 72,014(7) 227,500(2) 0 --
President and Chief Operating 1996 422,874 200,000 12,773(7) 406,250(3) 150,000(5) --
Officer 1995 414,410 0 3,876(7) 253,125(4) 75,000(6) --
Scott N. Schneider 1997 266,886 150,000 145,443(12) 227,500(2) 0 --
Chief Financial Officer, 1996 267,539 100,000 -- 203,125(3) 75,000(5) --
Senior Vice President and 1995 230,000 0 -- 126,563(4) 50,000(6) --
Treasurer
Daniel E. Gold 1997 233,796 150,000 -- 162,500(2) 0 --
Senior Vice President and 1996 227,343 100,000 -- 203,125(3) 75,000(5) --
President of Century Cable 1995 87,724 95,000 -- 116,625(4) 50,000(6) --
Television Division
Michael G. Harris 1997 217,508 150,000 70,246(12) 162,500(2) 0 --
Senior Vice President, 1996 207,539 100,000 -- 203,125(3) 75,000(5) --
Engineering and Chief 1995 202,500 -- -- 126,563(4) 25,000(6) --
Engineering Officer
<CAPTION>
ALL OTHER
NAME/PRINCIPAL POSITION COMPENSATION($)
- ------------------------------- ---------------
<S> <C>
Leonard Tow $ 1,598,338(8)
Chairman of the Board 1,584,020(8)
of Directors and 1,549,920(8)
Chief Executive Officer
Bernard P. Gallagher 4,750(9)
President and Chief Operating 4,740(10)
Officer 4,620(11)
Scott N. Schneider 4,750(9)
Chief Financial Officer, 3,531(10)
Senior Vice President and 4,468(11)
Treasurer
Daniel E. Gold 4,750(9)
Senior Vice President and 3,726(10)
President of Century Cable 2,075(11)
Television Division
Michael G. Harris 4,750(9)
Senior Vice President, 4,750(10)
Engineering and Chief 4,688(11)
Engineering Officer
</TABLE>
- ------------
(1) Includes for Mr. Tow, Mr. Gallagher and Mr. Schneider directors' fees of
$18,000, $34,500 and $37,500, respectively, paid by the Company in
connection with services, in the case of Mr. Tow, Mr. Gallagher, and Mr.
Schneider, on the Board of Directors of the Company and, in the case of Mr.
Gallagher and Mr. Schneider, on the Board of Directors of Centennial, in
fiscal 1997; for Mr. Tow, Mr. Gallagher and Mr. Schneider directors' fees
of $18,000, $33,750 and $36,750, respectively, paid by the Company in
connection with services, in the case of Mr. Tow, Mr. Gallagher and Mr.
Schneider, on the Board of Directors of the Company, and in the case of Mr.
Gallagher and Mr.
(footnotes continued on next page)
12
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<PAGE>
(footnotes continued from previous page)
Schneider, on the Board of Directors of Centennial, in fiscal 1996; and
includes for Mr. Tow, Mr. Gallagher and Mr. Schneider directors' fees of
$17,500, $32,500 and $27,750, respectively, paid by the Company in
connection with services, in the case of Mr. Tow, Mr. Gallagher and Mr.
Schneider, on the Board of Directors of the Company and, in the case of Mr.
Gallagher and Mr. Schneider, on the Board of Directors of Centennial, in
fiscal 1995.
(2) The value indicated is based on the closing price of the Class A Common
Stock on September 8, 1997, the date of the grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 30,
1997, the last trading day of fiscal 1997) of the restricted shares
assuming such shares had been issued and held by the Named Executives at
May 30, 1997 was: Mr. Tow -- 50,000, $343,750; Mr. Gallagher -- 35,000,
$240,625; Mr. Schneider -- 35,000, $240,625; Mr. Gold -- 25,000, $171,875;
and Mr. Harris -- 25,000, $171,875. The restrictions on transferability
lapse as to 20% of the total shares awarded on each anniversary date of the
date of grant and earlier in the event the award recipient retires after
reaching 65 years of age, dies or becomes disabled or if the Compensation
Committee elects to terminate the restrictions on transfer that are
otherwise applicable. The award recipients have the right to receive
dividends and other distributions paid on the shares of restricted stock.
(3) The value indicated is based on the closing price of the Class A Common
Stock on August 28, 1996, the date of the grant, except for Mr. Tow, in
which case the value indicated is based on the closing price of the Class A
Common Stock on September 3, 1996, the date of the grant to Mr. Tow. The
aggregate number and value (based on the closing price of the Class A
Common Stock at May 30, 1997, the last trading day of fiscal 1997) of the
restricted shares assuming such shares had been issued and held by the
Named Executives at May 30, 1997 was: Mr. Tow -- 90,000, $365,625; Mr.
Gallagher -- 50,000, $203,125; Mr. Schneider -- 25,000, $101,562; Mr.
Gold -- 25,000, $101,562; and Mr. Harris, 25,000, $101,562. The
restrictions on transferability lapse as to 20% of the total shares awarded
on each anniversary date of the date of grant (except in the case of Mr.
Tow) and earlier in the event the award recipient retires after reaching 65
years of age, dies or becomes disabled or if the Compensation Committee
elects to terminate the restrictions on transfer that are otherwise
applicable. The restrictions on transferability lapse as to all of the
shares awarded to Mr. Tow on September 3, 2001 and earlier in the event he
dies or become disabled or if the Compensation Committee elects to
terminate the restrictions on transfer that are otherwise applicable. The
award recipients have the right to receive dividends and other
distributions paid on the shares of restricted stock.
(4) The value indicated is based on the closing price of the Class A Common
Stock on September 18, 1995, the date of grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 30,
1997, the last trading day of fiscal 1997) of the restricted shares
assuming such shares had been issued and held by the Named Executives at
May 30, 1997 was: Mr. Gallagher -- 25,000, $101,562; Mr.
Schneider -- 12,500, $50,780; and Mr. Harris -- 12,500, $50,780. The
restrictions on transferability lapsed as to 50% of the total shares
awarded on March 19, 1997 and 50% of the total shares awarded on July 2,
1997. With respect to Mr. Gold, the value indicated is based upon the
closing price of the Class A Common Stock on January 23, 1995, the date of
grant under the Equity Plan. The aggregate number and value (based upon the
closing price of the Class A Common Stock at May 30, 1997, the last trading
day of fiscal 1997) of the restricted shares assuming such shares had been
issued and held by Mr. Gold at May 30, 1997 was 15,000 shares and $60,938.
(5) Options to acquire shares of the Company's Class A Common Stock granted
under the 1994 Option Plan in July 1996 with respect to fiscal 1996.
(footnotes continued on next page)
13
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<PAGE>
(footnotes continued from previous page)
(6) Options to acquire shares of the Company's Class A Common Stock granted
under the 1994 Option Plan in December 1994 with respect to fiscal 1995.
(7) Includes $27,095, $12,773 and $3,876 for fiscal years 1997, 1996 and 1995,
respectively, representing interest that would have been paid on the
amounts outstanding during the year under the interest-free loans made to
Mr. Gallagher by the Company if interest had been accrued at the rate of 5%
per year.
(8) Consists of life insurance premiums paid on behalf of Leonard Tow and his
wife on the split-dollar life insurance agreement that is described below
under 'Life Insurance Agreement.' The Company will be reimbursed for the
total life insurance premiums paid upon the death of the last to die of
Leonard Tow and his wife.
(9) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1997 under the Company's Retirement Investment
Plan.
(10) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1996 under the Company's Retirement Investment
Plan.
(11) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1995 under the Company's Retirement Investment
Plan.
(12) Includes for Leonard Tow reimbursement for income and gift taxes attributed
to him and his wife as a result of the split-dollar life insurance
agreement that is described below under 'Life Insurance Agreement.'
Includes for Mr. Tow, Mr. Schneider and Mr. Harris amounts paid with
respect to tax liabilities in connection with certain employee benefit
plans.
(13) The value indicated is based on the closing price of the Class A Common
Stock on August 29, 1996, the date of the grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 30,
1997, the last trading day of fiscal 1997) of the restricted shares
assuming such shares had been issued and held by Mr. Tow at May 30, 1997
was: 36,397 shares, $147,863. The restrictions on transferability lapse as
to all of the shares awarded to Mr. Tow on August 29, 2001 and earlier in
the event he dies or become disabled or if the Compensation Committee
elects to terminate the restrictions on transfer that are otherwise
applicable. Mr. Tow has the right to receive dividends and other
distributions paid on the shares of restricted stock.
EMPLOYMENT AGREEMENTS
Leonard Tow is employed as the Company's Chief Executive Officer until June
30, 1998 pursuant to an employment agreement with the Company. For his services,
Mr. Tow receives an annual Base Salary (as defined) as of July 1, 1991 of
$1,750,000, increased each year, beginning July 1, 1992, by the percentage
increase in the United States Labor Department consumer price index for such
year over such index for the last month of the preceding year. The employment
agreement provides that, for the five-year period beginning July 1, 1998, Mr.
Tow will act as a consultant and advisor to the Company at an annual
compensation equal to 25% of his total compensation for the immediately
preceding year and that Mr. Tow will be the highest ranking officer of the
Company and a director at all times during the term of the employment agreement.
Additionally, the employment agreement permits the granting of bonuses to Mr.
Tow at the discretion of the Board of Directors and grants Mr. Tow certain
rights to have the Company register all of his and his family members' shares of
Common Stock at any time prior to July 1, 2003.
Under the employment agreement, Mr. Tow's employment terminates upon his
death or permanent disability for 12 consecutive months, in which case Mr. Tow
or his estate, as the case may be, will receive an amount equal to three times
the annual salary to which Mr. Tow was entitled in the year of termination. If
at any time Mr. Tow is removed from an office without his consent or if the
Company's
14
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<PAGE>
principal offices are moved from Fairfield County, Connecticut or the New York
metropolitan area, he will have the right to terminate the employment agreement,
in which case Mr. Tow will be entitled to continue to receive all salary and
other payments and benefits under the employment agreement that he would have
received or, at his option, the then present value of all such payments and
benefits.
Mr. Tow also serves as Chairman of the Board, Chief Executive Officer and
Chief Financial Officer of Citizens. The Board of Directors of the Company has
approved such service. Mr. Tow receives additional compensation from Citizens
for serving in such capacities.
Effective January 1997, the Company entered into employment agreements with
certain members of senior management, including five of its executive officers:
Bernard P. Gallagher, President and Chief Operating Officer, Scott N. Schneider,
Chief Financial Officer, Senior Vice President and Treasurer, and Michael G.
Harris, Senior Vice President, Engineering. Effective January 1, 1995, the
Company entered into an employment agreement with Daniel E. Gold, Senior Vice
President. A summary of each employment agreement is set forth below.
The agreement between the Company and Mr. Gallagher provides for the
employment by the Company of Mr. Gallagher as its chief operating officer for a
term of three years commencing on January 1, 1997. The base salary provided for
in the agreement is $400,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Gallagher is also eligible to receive a cash bonus or any award or
grant of stock options, shares of the Company's stock, or any other incentive or
stock related awards awarded or granted by the Board of Directors of the Company
or the applicable committee thereof. The agreement also provides that the
Company will provide Mr. Gallagher with an automobile for his use in the
performance of his duties. In the event of Mr. Gallagher's death during the term
of the agreement, payments of the base salary shall continue to be made for the
balance of the term, and in the event of Mr. Gallagher's permanent disability
during such term, payments of the base salary shall continue for the balance of
the term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Gallagher will receive the base salary, an annual
cash bonus for the remainder of the term equal to the most recently awarded cash
bonus, the opportunity to exercise any stock options for the remainder of the
original term of such options, whether or not fully exercisable, and any
restrictions on shares of stock previously issued to Mr. Gallagher shall be
deemed inoperative and of no further effect.
The agreement between the Company and Mr. Schneider provides for the
employment by the Company of Mr. Schneider as its chief financial officer and in
charge of its fiscal, accounting and financial affairs for a term of three years
commencing on January 1, 1997. The base salary provided for in the agreement is
$250,000 per year, subject to annual increases based upon the percentage
increase in the United States Labor Department consumer price index. Mr.
Schneider is also eligible to receive a cash bonus or any award or grant of
stock options, shares of the Company's stock, or any other incentive or stock
related awards awarded or granted by the Board of Directors of the Company or
the applicable committee thereof. The agreement also provides that the Company
will provide Mr. Schneider with an automobile for his use in the performance of
his duties. In the event of Mr. Schneider's death during the term of the
agreement, payments of the base salary shall continue to be made for the balance
of the term and, in the event of Mr. Schneider's permanent disability during
such term, payments of the base salary shall continue for the balance of the
term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Schneider will receive the base salary, an annual
cash bonus for the remainder of the term equal to the most recently awarded cash
bonus, and the opportunity to exercise any stock options previously awarded,
whether or not fully exercisable, and any restrictions on shares of stock
previously issued to Mr. Schneider shall be deemed inoperative and of no further
effect.
15
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The agreement between the Company and Mr. Harris provides for the
employment by the Company of Mr. Harris as its chief engineering officer and in
charge of its engineering operations and for administration of the engineering
and technical activities of the Company for a term of three years commencing on
January 1, 1997. The base salary provided for in the agreement is $225,000 per
year, subject to annual increases based upon the percentage increase in the
United States Labor Department consumer price index. Mr. Harris is also eligible
to receive a cash bonus or any award or grant of stock options, shares of the
Company's stock, or any other incentive or stock related awards awarded or
granted by the Board of Directors of the Company or the applicable committee
thereof. The agreement also provides that the Company will provide Mr. Harris
with an automobile for his use in the performance of his duties. In the event of
Mr. Harris's death during the term of the agreement, payments of the base salary
shall continue to be made for the balance of the term and, in the event of Mr.
Harris's permanent disability during such term, payments of the base salary
shall continue for the balance of the term or twelve months, whichever is
longer. If the agreement is terminated without 'cause' (as defined in the
agreement) by the Company prior to the expiration of the term, Mr. Harris will
receive the base salary, an annual cash bonus for the remainder of the term
equal to the most recently awarded cash bonus, and the opportunity to exercise
any stock options previously awarded, whether or not fully exercisable, and any
restrictions on shares of stock previously issued to Mr. Harris shall be deemed
inoperative and of no further effect.
The agreement between the Company and Mr. Gold, dated as of January 1,
1995, provides for the employment by the Company of Mr. Gold as a Senior Vice
President of the Company. The term of the agreement commenced on January 23,
1995 and expires by its terms on December 31, 1997. The agreement provides for a
payment of $25,000 on signing and a base salary of $225,000 per year, subject to
annual increases based upon the percentage increase in the United States Labor
Department consumer price index. Mr. Gold is also eligible to receive a cash
bonus or any award or grant of stock options, shares of the Company's stock, or
any other incentive or stock related awards awarded or granted by the Board of
Directors of the Company or the applicable committee thereof. The agreement also
provides that the Company will provide Mr. Gold with an automobile for his use
in the performance of his duties. In the event of Mr. Gold's death during the
term of the agreement, payments of the base salary shall continue to be made for
the balance of the term and, in the event of Mr. Gold's permanent disability
during such term, payments of the base salary shall continue for the balance of
the term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Gold will receive the base salary, an annual cash
bonus for the remainder of the term equal to the most recently awarded cash
bonus, and the opportunity to exercise any stock options previously awarded,
whether or not fully exercisable, and any restrictions on shares of stock
previously issued to Mr. Gold shall be deemed inoperative and of no further
effect.
LIFE INSURANCE AGREEMENT
The Company's Chairman and Chief Executive Officer, Leonard Tow, as of
September 15, 1997, is the owner and holder of 19,822,672 shares of the
Company's Common Stock. The Company has been advised that on the death of the
last to die of Leonard Tow and his wife, Claire L. Tow (a director and a Senior
Vice President of the Company), the estate of such last to die may be required
to publicly sell all or substantially all of such shares to satisfy estate tax
obligations. The public sale of such number of shares in all probability would
destabilize the market for the Company's publicly traded stock. Accordingly, in
July 1992 an agreement was entered into (commonly known as a split-dollar life
insurance agreement) under the terms of which the Company will pay (i) the
premiums for certain survivorship life insurance policies with an aggregate face
value of $80,000,000 on the lives of Mr. and Mrs. Tow and (ii) the amount of
taxes attributed to Leonard and Claire Tow as a result of the arrangement.
Insurance benefits become payable when both have died, and the Company will have
an
16
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<PAGE>
interest in the insurance benefits equal to the amount of premiums it has paid
with the balance payable to a trust created by Leonard Tow (the 'Trust').
The Trust has also obtained insurance payable on the first-to-die of
Leonard and Claire Tow. The premiums are paid and taxes are reimbursed in a
manner similar to that described above for the last-to-die insurance. The
proceeds of the first-to-die insurance policy will be paid to the Company to the
extent of the total premiums previously paid on such policy by the Company and
the balance and any income earned thereon, until the same is exhausted, will be
paid to the Trust and used by it to pay the term life insurance portion of the
premiums of the last-to-die insurance, thereby reducing the continuing cash
outlay by the Company on the last-to-die insurance.
STOCK OPTIONS
No options to acquire shares of the Company's Common Stock were granted to
any of the Named Executives with respect to fiscal 1997.
The table below summarizes the exercise of stock options during fiscal 1997
by the Named Executives and provides information as to the unexercised stock
options held by them at the end of the fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1997
AND FISCAL YEAR-END 1997 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
MAY 31, 1997(#)(2) MAY 31, 1997($)(2)
------------------ ------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#)(1) REALIZED($)(1)(2) UNEXERCISABLE UNEXERCISABLE
- -------------------------- ----------------- ----------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Leonard Tow............... 0 $ 0 620,437/275,000(3) $ 0/$0(3)
0 0 106,620/0(4) 326,524/0(4)
Bernard P. Gallagher...... 95,857 214,787 370,369/294,000(3) 0/0(3)
0 0 106,767/120,000(4) 418,135/367,500(4)
Scott N. Schneider........ 66,944 152,662 60,616/153,000(3) 0/0(3)
0 0 54,119/80,000(4) 206,256/245,000(4)
Daniel E. Gold............ 0 0 58,786/114,004(3) 70,144/160,358(3)
Michael G. Harris......... 85,215(5) 188,326(5) 60,613/153,000(3) 0/0(3)
0 0 26,655/45,000(4) 101,409/137,812(4)
</TABLE>
- ------------
(1) Reflects the number and value of shares acquired on exercise of options to
purchase Class A Common Stock of Centennial during fiscal 1997.
(2) Calculated by determining the difference between the exercise price and the
closing price on the exercise date or May 31, 1997, as the case may be.
(3) Reflects the number and value of unexercised options to purchase Class A
Common Stock of the Company held by each of the Named Executives at May 31,
1997.
(4) Reflects the number and value of unexercised options to purchase Class A
Common Stock of Centennial held by each of the Named Executives at May 31,
1997.
(5) Includes shares owned by his spouse.
17
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<PAGE>
DIRECTOR COMPENSATION
The Company's Directors each received quarterly retainers of $3,000 plus a
uniform fee of $750 for each board and committee meeting attended during the
1997 fiscal year. In addition, annually, beginning in 1994 on the date of the
meeting of Directors held on the same date as the shareholder's meeting, each
Director who is neither an employee nor an officer of the Company is entitled to
receive an option to acquire 1,000 shares of the Company's Class A Common Stock
under the Company's 1993 Non-Employee Directors' Stock Option Plan. The Company
believes that such compensation is consistent with compensation paid to
directors in comparable public companies.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1997, the members of the Compensation Committee were David Z.
Rosensweig and William M. Kraus. Mr. Rosensweig also serves as Secretary of the
Company and Century-Texas. Mr. Rosensweig is a member of Leavy Rosensweig &
Hyman, which acts as general counsel to the Company and Centennial. During
fiscal 1997, the Company and Centennial paid a total of approximately $1,772,000
and $518,000, respectively, for legal services and disbursements to Leavy
Rosensweig & Hyman.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company is committed to being a premier provider of cable television,
wireless telephone and related telecommunications services. To support this
objective and to compete in these dynamic businesses, the Company must attract,
retain and motivate quality executive talent. The Compensation Committee makes
recommendations to the Board of Directors with respect to the base salary and
cash bonus compensation to be paid to the Company's Chief Executive Officer. The
Compensation Committee determines the base salary and cash bonus compensation to
be paid to the President and Chief Operating Officer, the Senior Vice President
and President of the Cable Television Division, the Senior Vice President,
Treasurer, and Chief Financial Officer and the Senior Vice President,
Engineering. The Stock Option and Equity Plan Committee make recommendations to
the full Board with respect to grants under the option plans and the Equity
Plan.
The Compensation Committee awarded a cash bonus of $150,000 for the year
ended May 31, 1997 to each of Bernard P. Gallagher, President and Chief
Operating Officer, Scott N. Schneider, Chief Financial Officer, Senior Vice
President and Treasurer, Daniel E. Gold, Senior Vice President and President of
the Company's cable television division and Michael G. Harris, Senior
Vice-President, Engineering. The cash awards to Messrs. Harris and Gold were
based on the recommendations of the Chief Executive Officer and the Chief
Operating Officer while the awards to Bernard P. Gallagher, the Chief Operating
Officer, and to Scott N. Schneider, the Chief Financial Officer, were based on
the recommendation of the Chief Executive Officer. The Compensation Committee
took into account that the Stock Option and Equity Plan Committee recommended
that under the Company's Equity Plan a bonus of 35,000 shares be awarded to each
of Bernard P. Gallagher and Scott N. Schneider, and a bonus of 25,000 shares be
awarded to each of Michael G. Harris and Daniel E. Gold. Mr. Schneider and Mr.
Harris also received $125,000 and $70,000, respectively, with respect to tax
liabilities in connection with certain employee benefit plans.
Leonard Tow is the Chief Executive Officer of the Company. His base salary,
$1,945,000 ($l,750,000 plus cost of living adjustments), which constituted the
bulk of his cash compensation for the 1997 fiscal year, is set by an employment
agreement with the Company approved by the Board of Directors and entered into
on February 11, 1986 and amended on July 1, 1991 and expiring on June 30, 1998.
See 'Employment Agreements.' For fiscal 1996, the Compensation Committee
recommended an award to Mr. Tow of a bonus of $357,700 (the same amount that was
awarded for each of fiscal years 1994 and 1995) and for fiscal 1997, a bonus of
$357,700, and the Stock Option and Equity Plan Committee
18
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<PAGE>
recommended an award of 50,000 shares under the Equity Plan. In setting this
bonus, which was the responsibility of the Compensation Committee and the Stock
Option and Equity Plan Committee to recommend, and the responsibility of the
full Board of Directors to approve, the Compensation Committee, the Stock Option
and Equity Plan Committee took into account the Company's operations, financial
position and growth, the growth of the wireless telephone business, the effect
of rate regulation on the Company's cable television cash flow, the entry of the
Company into data transmission via cable television, and the importance of Mr.
Tow to the Company's strategic plans and its future direction. (See 'Life
Insurance Agreement' above.) Mr. Tow also received $133,000 with respect to tax
liabilities in connection with certain employee benefit plans.
The Compensation Committee believes that the bonus awarded to Mr. Tow for
each of fiscal 1997 and fiscal 1996 was appropriate in the circumstances. The
Committee noted that, with the consent of the Board of Directors of the Company,
Mr. Tow also holds senior executive officerships in Citizens. The Compensation
Committee also noted that, from December 1991 through May 31, 1995, no options
were granted to the Chief Executive Officer under the respective option plans of
the Company and Centennial and that, from December 1992 to May 31, 1995, no
grants of shares of restricted stock were made under the Equity Plan to the
Chief Executive Officer.
The base salaries of each of Bernard P. Gallagher, Scott N. Schneider and
Michael G. Harris are set in employment agreements which commenced on January 1,
1997 and expire by their respective terms on December 31, 1999. The base salary
of Daniel E. Gold, a Senior Vice President and President of the Company's cable
television division, is set in an employment agreement which commenced January
23, 1995 and expires December 24, 1997. See 'Employment Agreements.' The
agreements were approved by the full Board of Directors. The base salaries, cash
bonuses and payments referenced above (See Summary Compensation Table)
constitute the entire cash compensation paid to these executives for fiscal
1997. In making its recommendations for the base salaries contained in the
employment agreements (other than the base salary of Mr. Gold), the Compensation
Committee took into consideration the recommendations of the Chief Executive
Officer. For Daniel E. Gold's base salary, the Compensation Committee took into
account the recommendations of the Chief Executive and Chief Operating Officers.
Messrs. Gallagher, Schneider and Harris also rendered and continue to render
services, without compensation, to Centennial pursuant to the Services
Agreement, dated August 30, 1991, as subsequently amended, between the Company
and Centennial. Mr. Gallagher serves as Chairman and Chief Executive Officer of
Centennial, Mr. Schneider as its Senior Vice President, Chief Financial Officer
and Treasurer and Mr. Harris as its Senior Vice President, Engineering. The
Compensation Committee believes the compensation of these Named Executives to be
appropriate.
The Compensation Committee also administers the Company's Employee Stock
Purchase Plan, Incentive Award Plan and 1985 Stock Equivalent Plan and the Board
of Directors from time to time makes grants in accordance with the terms of such
plans. However, no grants were made by the Board of Directors under such plans
in fiscal 1997.
See Notes (2), (3), (4), (5), (6), (7), (12) and (14) to the Summary
Compensation Table and 'Stock Options' above.
Compensation Committee
William M. Kraus
David Z. Rosensweig
The Compensation Committee's recommendations for compensation for fiscal
1997 were accepted by the Board of Directors.
19
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<PAGE>
PERFORMANCE GRAPH
The following graph compares the total returns (assuming reinvestment of
dividends) on the Company's Class A Common Stock, the Nasdaq Stock Market -- US
Index (which currently includes the Company) and a peer group index consisting
of four corporations in the cable television business selected by the Company in
good faith. The corporations included in the peer group are Adelphia
Communications Corp., Cablevision Systems Corp., TCA Cable TV Inc. and Jones
Intercable Inc. The graph assumes that each of the indices includes the
reinvestment of dividends, if any.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
CENTURY COMMUNICATIONS CORP., THE NASDAQ STOCK MARKET - US
INDEX AND A PEER GROUP
[GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
5/92 5/93 5/94 5/95 5/96 5/97
Century Communications Corp. $ 100.0 $ 91.0 $ 98.0 $ 100.0 $ 120.0 $ 71.0
Nasdaq Stock Market -- US Index $ 100.0 $ 120.0 $ 127.0 $ 151.0 $ 219.0 $ 246.0
Peer Group $ 100.0 $ 125.0 $ 134.0 $ 154.0 $ 149.0 $ 129.0
</TABLE>
20
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<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT
The following table sets forth, as of September 15, 1997, the information
regarding shares of the Company's Class A Common Stock beneficially owned by all
Directors and executive officers as a group. See 'Election of Directors' for
ownership by the Directors and the Named Executives individually.
<TABLE>
<CAPTION>
SHARES OF
STOCK
TITLE OF PERCENT BENEFICIALLY
NAME CLASS CLASS OF OWNED
- ----------------------------------------------------------------------- -------- ---------- -------------
<S> <C> <C> <C>
All directors and executive officers as a group (17 persons)........... Class A 2,470,964(1) 8.3%
Class B 42,297,059 95.4%
</TABLE>
- ------------
(1) Consists of 507,133 shares owned directly by such persons and 1,481,274
shares which may be acquired by such persons pursuant to stock option grants
and 482,557 shares granted pursuant to the 1992 Management Equity Incentive
Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and Citizens have formed a joint venture, in which each of them
owns a 50% interest (the 'Joint Venture'), that owns and operates the cable
television systems in certain areas of Southern California serving approximately
52,400 primary basic subscribers.
On August 16, 1996, the Company entered into agreements to acquire two
cable television systems serving an aggregate of approximately 35,000 primary
basic subscribers for an aggregate purchase price of approximately $69,500,000
(subject to adjustment), payable in cash. Effective September 1, 1996, the
Company assigned its rights and obligations under such agreements to the Joint
Venture. These systems are primarily located in Yorba Linda, Orange County and
Diamond Bar, California. The Joint Venture's obligation to consummate these
transactions under the agreements is subject to the satisfaction of various
closing conditions, including approval from the Federal Communications
Commission ('FCC') and other regulatory approvals. There can be no assurance
that the closing conditions will be satisfied. The Company anticipates that the
Joint Venture will complete the acquisition during the second quarter of the
fiscal year ended May 31, 1998.
The systems owned by the Joint Venture, and the cable television systems to
be acquired pursuant to the pending acquisition described above, will be managed
for the Joint Venture by the Company pursuant to a written management agreement
which provides, inter alia, that the Company will be reimbursed by the Joint
Venture for services rendered directly by its employees and out-of-pocket
expenses.
The Company purchases health, life, property, casualty, surety bonds and
other insurance from Sentry Insurance and its affiliated companies. The Company
paid a total of approximately $7,810,000 for such insurance during the fiscal
year ended May 31, 1997.
Leavy Rosensweig & Hyman, of which David Z. Rosensweig is a member, acts as
general counsel to the Company and Centennial. The Company and Centennial paid
approximately $2,290,000 to Leavy Rosensweig & Hyman during the fiscal year
ended May 31, 1997. See 'Executive Compensation and Other
Information -- Compensation Committee Interlocks and Insider Participation.'
Cole, Raywid and Braverman, of which John P. Cole, Jr., a nominee for
Director, is a member, acts as a regulatory counsel for the Company and
Centennial. The Company and Centennial paid approximately $213,190 to Cole,
Raywid and Braverman during the fiscal year ended May 31, 1997.
William M. Kraus, a Director, acts as investor relations counsel for the
Company and Centennial. The Company and Centennial paid approximately $90,700 to
William M. Kraus during the fiscal year ended May 31, 1997.
21
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<PAGE>
The Company believes that the transactions between it and Sentry Insurance,
Leavy Rosensweig & Hyman, Cole, Raywid and Braverman, William M. Kraus, and the
Joint Venture are on terms no less favorable to the Company than would have been
available from unaffiliated parties. The Company will continue to apply its
policy that any transaction between the Company and any of its officers,
directors and principal shareholders be on terms no less favorable to the
Company than would be obtainable at that time in comparable transactions with
unaffiliated parties.
During fiscal 1997, the Company made an aggregate of $106,422 of advances
to Bernard P. Gallagher, a Director and President and Chief Operating Officer of
the Company. The largest aggregate amount of indebtedness owing by Mr. Gallagher
to the Company during fiscal 1997 was $568,043, which was the aggregate amount
outstanding at May 31, 1997.
During fiscal 1997, the Company made an aggregate of $100,932 of advances
to Andrew Tow, then a Director and an Executive Vice President of the Company.
The largest aggregate amount of indebtedness owing by Andrew Tow to the Company
during fiscal 1997 was $514,079, which was the aggregate amount outstanding at
May 31, 1997. Andrew Tow resigned as a Director and Executive Vice President of
the Company in February 1997.
The foregoing advances were made on a demand basis and did not carry
interest.
During fiscal 1997, the Company made an aggregate of $304,645 of advances
to Scott N. Schneider, a Director and Chief Financial Officer of the Company.
The largest aggregate amount of indebtedness owing by Mr. Schneider to the
Company during fiscal 1997 was $368,953, which was the aggregate amount
outstanding at May 31, 1997. Such advances to Mr. Schneider carry an interest
rate of 5%.
RATIFICATION OF THE APPROVAL AND ADOPTION OF AN
AMENDMENT TO THE 1992 MANAGEMENT EQUITY INCENTIVE PLAN
GENERAL
The Board of Directors is submitting to shareholders for ratification the
approval by the Board of Directors of an amendment to the Company's 1992
Management Equity Incentive Plan increasing by 500,000 the number of shares of
Class A Common Stock available for the grant of stock-based awards. When
initially adopted in 1992, 1,000,000 shares were allocated to the Plan.
Currently 145,351 shares are available for grant under the Plan. A copy of the
Equity Plan as amended by the directors is included as Exhibit A to this Proxy
Statement, and the following description is qualified in its entirety by the
full text of the Equity Plan.
The purpose of the Equity Plan is to provide additional compensation
incentives for high levels of performance and productivity by officers and
management employees of the Company's operations. The Equity Plan is intended to
strengthen the Company's existing operations and its ability to attract and
retain outstanding management employees upon whose judgment, initiative and
efforts the continued success, growth and development of the Company are
dependent.
Officers and other employees of the Company or any subsidiary or other
affiliate of the Company are eligible for selection to participate in the Equity
Plan. Directors who are not employees or officers of the Company or any
subsidiary or other affiliate of the Company are not eligible for participation
in the Equity Plan. No determination has yet been made as to the employees who
will be selected to participate and receive awards, the number of such awards to
be granted or the amounts of awards to be distributed under the Equity Plan in
the future. Since the adoption of the Equity Plan, the Company has acquired or
agreed to acquire several cable television systems and the business generated by
its existing systems has grown substantially, all of which has resulted in an
increase in the number of officers and other employees eligible for grants under
the Equity Plan. The Company expects to continue to seek to acquire cable
television systems and/or related businesses which may further expand the number
of officers and other eligible employees. Accordingly, the Board of Directors
believes that
22
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<PAGE>
the number of shares of Class A Common Stock reserved for use under the Equity
Plan should be increased in order that stock-based awards continue to be
available for grant.
SHARES SUBJECT TO THE PLAN
Awards granted under the Equity Plan relate to shares of the Company's
Class A Common Stock. Such shares may be made available either from authorized
and unissued shares, shares held by the Company in its treasury or reacquired
shares. No awards may be granted more than ten years after the effective date of
the Equity Plan.
Any shares of Class A Common Stock which were issued and have been
forfeited or were subject to awards under the Equity Plan which have expired or
terminated for any reason remain available for issuance with respect to the
granting of awards during the term of the Equity Plan.
The number and kind of securities as well as the terms of the securities
which may be issued under the Equity Plan and pursuant to then outstanding
awards are subject to adjustments resulting from any recapitalization,
reclassification, stock dividend, split-up or consolidation of shares of Class A
Common Stock, merger or consolidation of the Company, or other event affecting
the Class A Common Stock.
ADMINISTRATION
The Board makes grants to eligible employees under the Equity Plan. Subject
to the provisions of the Equity Plan, the Board: (i) determines and designates
from time to time those eligible employees or groups of eligible employees to
whom awards are to be granted; (ii) grants awards to eligible employees; (iii)
determines the form or forms of awards to be granted to any eligible employee;
(iv) determines the amount or number of shares of Class A Common Stock,
including restricted stock or deferred stock if the Board so determines, subject
to each award; (v) establishes and modifies performance objectives; (vii)
determines whether and to what extent eligible employees shall be allowed or
required to defer receipt of any awards or other amounts payable under the
Equity Plan to the occurrence of a specified date or event; (viii) determines
the price at which shares of Class A Common Stock may be offered under each
award, which price may be zero; (ix) interprets, construes and administers the
Equity Plan and any related award agreement and defines the terms employed
therein; and (x) makes all of the determinations necessary or advisable with
respect to the Equity Plan or any award granted thereunder.
Subject to the provisions of the Equity Plan and the authority and
responsibility of the Board, the Stock Option and Equity Plan Committee (the
'Committee') has the power to interpret, construe and administer the Equity Plan
and to prescribe and rescind rules, regulations and policies for the
administration of the Equity Plan.
AWARDS
In order to enable the Company and the Committee to respond quickly to
significant developments in applicable tax and other legislation and regulations
and to trends in executive compensation practices, the Equity Plan authorizes
the Board to grant stock-based awards to employees eligible for selection to
participate in the Equity Plan. Such stock-based awards consist of awards that
are valued in whole or in part by reference to, or otherwise based on, the
Company's Class A Common Stock and may include, but are not limited to,
restricted stock, performance shares and deferred stock. Subject to the terms of
the Equity Plan, the Board may determine any and all terms and conditions of
stock based awards. The total number of shares of Class A Common Stock which may
be issued pursuant to all components of the Equity Plan may not exceed the limit
stated above as it is proposed to be amended.
Restricted stock consists of shares of the Company's Class A Common Stock
that are granted outright or issued to employees for a nominal sum and are
subject to forfeiture to the Company under specified circumstances. Shares of
restricted stock are not transferable by the employee until they are no longer
subject to forfeiture. Unless otherwise specified and except with respect to the
applicable
23
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<PAGE>
forfeiture conditions and transfer restrictions, an employee holding shares of
restricted stock has all rights of a shareholder with respect to the shares
including the right to vote the shares and to receive all dividends and
distributions with respect to the shares.
Payment or settlement of stock-based awards are to be in cash or in shares
of the Company's Class A Common Stock or in any combination thereof as the Board
determines in its sole discretion. The Board may permit the payment of
withholding taxes due in connection with awards under the Equity Plan by the
withholding of shares to be issued under the award or by the employee's delivery
of other shares of Class A Common Stock of the Company.
AMENDMENT, TERMINATION AND EXPIRATION
The Equity Plan is subject to amendment or termination at any time by the
Company's Board of Directors. However, no amendment will become effective unless
approved by affirmative vote of the shareholders of the Company if such approval
is necessary or desirable in the judgment of the Board of Directors for the
continued validity of the Equity Plan or its compliance with Rule 16b-3 or any
successor rule under the Exchange Act or any other rule or regulation.
PROPOSED AMENDMENT
If approved by the shareholders, the proposed amendment to the Equity Plan
would increase the number of shares of Class A Common Stock available for grant
under the Equity Plan by an additional 500,000 shares. No other changes to the
Equity Plan are contemplated by the proposed amendment.
VOTE REQUIRED; RECOMMENDATION
Ratification of the approval and adoption of the amendment to the Equity
Plan requires the favorable vote of a majority of the votes cast on this
proposal at the Annual Meeting by the holders of Class A Common Stock and Class
B Common Stock voting together as one class. Brokers do not have discretionary
authority to vote on this item. Abstentions and broker non-votes will not count
as votes cast for or against this proposal and will not be included in
calculating the number of votes necessary for approval of this proposal. The
Board of Directors recommends that shareholders vote FOR the ratification of the
amendment to the Equity Plan.
PROPOSED RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of Deloitte & Touche LLP,
independent accountants, to audit the accounts of the Company and its
subsidiaries for the fiscal year ending May 31, 1998. In accordance with the
Company's policy of seeking annual shareholder ratification of the selection of
auditors, the Company requests that such selection be ratified by shareholders.
The Company has been advised by Deloitte & Touche LLP that, except as described
in the following sentence, neither that firm nor any of its partners has any
other relationship, direct or indirect, with the Company or its subsidiaries.
Deloitte & Touche LLP has also been selected by the Board of Directors of
Centennial to audit the accounts of Centennial for its fiscal year ending May
31, 1998. The Company expects a representative of Deloitte & Touche LLP to be
present at the Annual Meeting, and such representative will have the opportunity
to make a statement and will be available to answer appropriate questions from
shareholders.
VOTE REQUIRED; RECOMMENDATION
A majority of all votes cast by the holders of all shares of Class A Common
Stock and Class B Common Stock present in person or by proxy and voting at the
Annual Meeting is required for ratification of the selection of Deloitte &
Touche LLP. The Board of Directors recommends that
24
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<PAGE>
shareholders vote FOR the proposal to ratify the selection of Deloitte & Touche
LLP as independent accountants for the Company for the fiscal year ending May
31, 1998.
SHAREHOLDER PROPOSALS
If a shareholder wishes to submit a proposal for inclusion in the proxy
statement for the 1998 Annual Meeting of Shareholders, such proposal must be
received by the Company not later than June 2, 1998.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the Annual Meeting and does not know of any other business that others intend to
bring before the Annual Meeting. However, if any other matter should properly
come before the Annual Meeting or any adjournment of the Annual Meeting, the
persons named in the accompanying proxy intend to vote on such matters as they,
in their discretion, may determine.
By Order of the Board of Directors
DAVID Z. ROSENSWEIG
DAVID Z. ROSENSWEIG,
Secretary
Dated: September 29, 1997
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.
ON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1997, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED WITHOUT CHARGE FROM SCOTT N.
SCHNEIDER, ASSISTANT SECRETARY, CENTURY COMMUNICATIONS CORP., 50 LOCUST AVENUE,
NEW CANAAN, CONNECTICUT 06840.
25
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<PAGE>
EXHIBIT A
CENTURY COMMUNICATIONS CORP.
1992 MANAGEMENT EQUITY INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the Century Communications Corp. 1992 Management Equity
Incentive Plan (the 'Plan') is to provide additional compensation incentives for
high levels of performance and productivity by management employees of the
Company's operations. The Plan is intended to strengthen the Company's existing
operations and its ability to attract and retain outstanding management
employees upon whose judgment, initiative and efforts the continued success,
growth and development of the Company is dependent.
SECTION 2. DEFINITIONS
When used herein, the following terms shall have the following meanings:
(a) 'Affiliate' means any company controlled by the Company,
controlling the Company or under common control with the Company, as
determined by the Board.
(b) 'Award' means an award granted to any Eligible Employee in
accordance with the provisions of the Plan.
(c) 'Award Agreement' means the written agreement or certificate
evidencing each Award granted to an Eligible Employee under the Plan.
(d) 'Beneficiary' means the beneficiary or beneficiaries designated
pursuant to Section 10 to receive the amount, if any, payable under the
Plan upon the death of an Eligible Employee.
(e) 'Board' means the Board of Directors of the Company.
(f) 'Company' means Century Communications Corp. and its successors
and assigns.
(g) 'Committee' means the Committee appointed by the Board pursuant to
Section 11.
(h) 'Deferred Stock' means Stock credited to an Eligible Employee
under the Plan subject to the requirements of Section 7 and such other
restrictions as the Board deems appropriate or desirable.
(i) 'Effective Date' means August 19, 1992.
(j) 'Eligible Employee' means an employee or officer of any
Participating Company whose responsibilities and decisions, in the judgment
of the Board, directly affect the management, growth, performance or
profitability of any Participating Company. Where required by the context,
'Eligible Employee' includes an individual who has been granted an Award
but is no longer an employee of any Participating Company.
(k) 'Fair Market Value' means, unless another reasonable method for
determining fair market value is specified by the Committee, the closing
price of a share of Stock as reported by the American Stock Exchange (or,
if such shares are listed on another national stock exchange or a national
quotation system, as reported or quoted by such exchange or system) for the
date in question.
(l) 'Participating Company' means the Company or any subsidiary or
other affiliates of the Company.
(m) 'Performance Share' means a performance share subject to the
requirements of Section 5 and awarded in accordance with the terms of the
Plan.
(n) 'Plan' means the Century Communications Corp. 1992 Management
Equity Incentive Plan, as the same may be amended, administered or
interpreted from time to time.
(o) 'Restricted Stock' means Stock delivered under the Plan subject to
the requirements of Section 6 and such other restrictions as the Committee
deems appropriate or desirable.
A-1
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<PAGE>
(p) 'Stock' means the Class A Common Stock of the Company and any
successor Common Stock.
(q) 'Total Disability' means the complete and permanent inability of
an Eligible Employee to perform all of his or her duties under the terms of
his or her employment with any Participating Company, as determined by the
Committee upon the basis of such evidence, including independent medical
reports and data, as the Committee deems appropriate or necessary.
SECTION 3. SHARES SUBJECT TO THE PLAN
(a) The maximum number of shares of Stock which may be issued pursuant to
Awards under the Plan shall not exceed 1,500,000 shares, except for adjustments
as provided in Section 13 of this Plan. Such shares shall be made available
either from authorized and unissued shares, shares held by the Company in its
treasury or reacquired shares.
(b) If, for any reason, any shares of Stock awarded or subject to purchase
or issuance under the Plan are not delivered or are reacquired by the Company
for reasons including, but not limited to, a forfeiture of Restricted Stock or
Deferred Stock or termination, expiration or a cancellation of a Performance
Share, such shares of Stock shall be deemed not to have been issued pursuant to
Awards under the Plan.
(c) Shares of Stock received by the Company in connection with the payment
of withholding taxes shall reduce the number of shares deemed to have been
issued pursuant to Awards under the Plan.
SECTION 4. GRANT OF AWARDS AND AWARD AGREEMENTS
(a) Subject to the provisions of the Plan, the Board shall (i) determine
and designate from time to time those Eligible Employees or groups of Eligible
Employees to whom Awards are to be granted; (ii) grant Awards to Eligible
Employees; (iii) determine the form or forms of Award to be granted to any
Eligible Employee; (iv) determine the amount or number of shares of Stock,
including Restricted Stock or Deferred Stock if the Board so determines, subject
to each Award; (v) determine the terms and conditions (which need not be
identical) of each Award; (vi) establish and modify performance objectives;
(vii) determine whether and to what extent Eligible Employees shall be allowed
or required to defer receipt of any Awards or other amounts payable under the
Plan to the occurrence of a specified date or event; (viii) determine the price
at which shares of Stock may be offered under each Award which price may be
zero; (ix) interpret, construe and administer the Plan and any related award
agreement and define the terms employed therein; and (x) make all of the
determinations necessary or advisable with respect to the Plan or any Awards
granted thereunder.
(b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement, in a form approved by the Committee, provided that such agreement
shall be subject to and incorporate the express terms and conditions, if any,
required under the Plan or as required by the Board for the form of Award
granted and such other terms and conditions as the Board may specify.
(c) The Board may modify or amend any Awards (by cancellation and regrant
or substitution of Awards or otherwise and with terms and conditions more or
less favorable to Eligible Employees) or waive any restrictions or conditions
applicable to any Awards or the exercise or realization thereof (except that the
Board may not undertake any such modifications, amendments or waivers if the
effect thereof, taken as a whole, adversely and materially affects the rights of
any recipient of previously granted Awards without his or her consent, unless
such modification, amendment or waiver is necessary or desirable in the judgment
of the Board for the continued validity of the Plan or its compliance with Rule
16b-3 or any successor rule under the Securities Exchange Act of 1934, as
amended (the 'Exchange Act'), or any other rule or regulation).
(d) The Board may permit the voluntary surrender of all or a portion of any
Award granted under the Plan to be conditioned upon the granting of a new Award,
or may require such voluntary surrender as a condition to a grant of a new
Award. Any such new Award shall be subject to such terms and conditions as are
specified by the Board at the time the new Award is granted, determined in
accordance with the provisions of the Plan without regard to the terms of the
surrendered Award.
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SECTION 5. PERFORMANCE SHARES
(a) The Board shall determine a performance period (the 'Performance
Period') of one or more years and shall determine the performance objectives for
grants of Performance Shares. Performance objectives may vary from Eligible
Employee to Eligible Employee and between groups of Eligible Employees and shall
be based upon such performance criteria or combination of factors as the Board
may deem appropriate. Performance Periods may overlap and Eligible Employees may
participate simultaneously with respect to Performance Shares for which
different Performance Periods are prescribed.
(b) At the beginning of a Performance Period, the Board shall determine for
each Eligible Employee or group of Eligible Employees with respect to that
Performance Period the range of dollar values, if any, which may be fixed or may
vary in accordance with such performance or other criteria specified by the
Board, which shall be paid to an Eligible Employee as an Award if the relevant
measure of Company performance for the Performance Period is met.
(c) If an Eligible Employee terminates service with all Participating
Companies during a Performance Period because of death, Total Disability, or
following a significant event, as determined by the Board, that Eligible
Employee shall be entitled to payment in settlement of each Performance Share
for which the Performance Period was prescribed (i) based upon the performance
objectives satisfied at the end of such Performance Period and (ii) prorated for
the portion of the Performance Period during which the Eligible Employee was
employed by any Participating Company; provided, however, that the Board may
provide for an earlier payment in settlement of such Performance Share in such
amount and under such terms and conditions as the Board deems appropriate or
desirable with the consent of the Eligible Employee. If an Eligible Employee
terminates service with all Participating Companies during a Performance Period
for any other reason, then such Eligible Employee shall not be entitled to any
payment with respect to that Performance Period unless the Board shall otherwise
determine.
(d) Each Performance Share may be paid in whole shares of Stock, including
Restricted Stock or Deferred Stock (together with any cash representing
fractional shares of Stock), or cash, or a combination of Stock and cash either
as a lump sum payment or in annual installments, all as the Board shall
determine, at the time of grant of the Performance Share or otherwise,
commencing as soon as practicable after the end of the relevant Performance
Period.
SECTION 6. RESTRICTED STOCK
(a) Restricted Stock may be received by an Eligible Employee either as an
Award or as payment for a Performance Share. Restricted Stock shall be subject
to a restriction period (after which restrictions shall lapse) which shall mean
a period commencing on the date the Award is granted and ending on such date or
upon the achievement of such performance or other criteria as the Board shall
determine (the 'Restriction Period'). The Committee may provide for the lapse of
restrictions in installments where deemed appropriate.
(b) Except as otherwise provided in this Section 6, no shares of Restricted
Stock received by an Eligible Employee shall be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of during the Restriction Period;
provided, however, that the Restriction Period for any Eligible Employee shall
expire and all restrictions on shares of Restricted Stock shall lapse upon the
Eligible Employee's death, Total Disability or retirement on or after age 65 or
an earlier age with the consent of the Company.
(c) If an Eligible Employee terminates employment with all Participating
Companies for any reason before the expiration of the Restriction Period, all
shares of Restricted Stock still subject to restriction shall, unless the Board
otherwise determines, be forfeited by the Eligible Employee and shall be
reacquired by the Company.
(d) The Committee may require under such terms and conditions as it deems
appropriate or desirable that the certificates for Stock delivered under the
Plan may be held in custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the Restriction Period expires or
until restrictions thereon otherwise lapse, and may require, as a condition of
any
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receipt of Restricted Stock that the Eligible Employee shall have delivered a
stock power endorsed in blank relating to the Restricted Stock.
(e) Nothing in this Section 6 shall preclude an Eligible Employee from
exchanging any shares of Restricted Stock subject to the restrictions contained
herein for any other shares of Stock that are similarly restricted.
SECTION 7. DEFERRED STOCK
(a) Deferred Stock may be credited to an Eligible Employee either as an
Award or as payment for a Performance Share. Deferred Stock shall be subject to
a deferral period which shall mean a period commencing on the date as of which
Deferred Stock is credited to the Eligible Employee and ending on such date or
upon the achievement of such performance or other criteria as the Board shall
determine (the 'Deferral Period'). The Board may provide for the expiration of
the Deferral Period in installments where deemed appropriate.
(b) Except as otherwise provided in this Section 7, no Deferred Stock
credited to an Eligible Employee shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Deferral Period; provided,
however, that the Deferral Period for any Eligible Employee shall expire upon
the Eligible Employee's death, Total Disability or retirement on or after age 65
or an earlier age with the consent of the Company.
(c) At the expiration of the Deferral Period, the Eligible Employee shall
be entitled to receive a certificate pursuant to Section 9 for the number of
shares of Stock equal to the number of shares of Deferred Stock credited on his
or her behalf. Amounts equal to any dividends declared during the Deferral
Period with respect to the number of shares of Deferred Stock credited to an
Eligible Employee shall be paid to such Eligible Employee within 30 days after
each dividend was declared unless, at the time of the Award, the Board
determined that such amounts should be reinvested in additional shares of
Deferred Stock, in which case additional shares of Deferred Stock shall be
credited to the Eligible Employee based on the Stock's Fair Market Value at the
time of each such dividend.
(d) If an Eligible Employee terminates employment with all Participating
Companies for any reason before the expiration of the Deferral Period, all
shares of Deferred Stock shall, unless the Board otherwise determines, be
forfeited by the Eligible Employee.
SECTION 8. OTHER STOCK-BASED AWARDS
The Board may grant other Awards under the Plan which are denominated in
stock units or pursuant to which shares of Stock may be acquired, including
Awards valued using measures other than market value, if deemed by the Board in
its discretion to be consistent with the purposes of the Plan. Subject to the
terms of the Plan, the Board shall determine the form of such Awards, the number
of shares of Stock to be granted or covered pursuant to such Awards and all
other terms and conditions of such Awards.
SECTION 9. CERTIFICATES FOR AWARDS OF STOCK
(a) Subject to Section 6(d), each Eligible Employee entitled to receive
shares of Stock under the Plan shall be issued a certificate for such shares.
Such certificate shall be registered in the name of the Eligible Employee, and
shall bear an appropriate legend reciting the terms, conditions and
restrictions, if any, applicable to such shares and shall be subject to
appropriate stop-transfer orders.
(b) The Company shall not be required to issue or deliver any certificates
for shares of Stock prior to (i) the listing of such shares on any stock
exchange or quotation system on which the Stock may then be listed or quoted and
(ii) the completion of any registration, qualification, approval or
authorization of such shares under any federal or state law, or any ruling or
regulation or approval or authorization of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or advisable.
(c) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules,
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regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities laws, and the Committee may cause a legend or
legends to be placed on any such certificates to make appropriate reference to
such restrictions. The foregoing provisions of this Section 9(c) shall not be
effective if and to the extent that the shares of Stock delivered under the Plan
are covered by an effective and current registration statement under the
Securities Act of 1933, or if and so long as the Committee determines that
application of such provisions is no longer required or desirable. In making
such determination, the Committee may rely upon an opinion of counsel for the
Company.
(d) Except for the restrictions on Restricted Stock or Deferred Stock under
Sections 6 and 7, each Eligible Employee who receives an award of Stock shall
have all of the rights of a shareholder with respect to such shares, including
the right to vote the shares and receive dividends and other distributions. No
Eligible Employee awarded a Performance Share or Deferred Stock shall have any
right as a shareholder with respect to any shares subject to such Award prior to
the date of issuance to him or her of a certificate or certificates for such
shares.
SECTION 10. BENEFICIARY
(a) Each Eligible Employee shall file with the Committee a written
designation of one or more persons as the Beneficiary who shall be entitled to
receive the Award, if any, payable under the Plan upon his or her death. An
Eligible Employee may from time to time revoke or change his or her Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation, or change or
revocation thereof, shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Eligible Employee's death, and in no event shall
it be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of an
Eligible Employee's death, or if no designated Beneficiary survives the Eligible
Employee or if such designation conflicts with law, the Eligible Employee's
estate shall be entitled to receive the Award, if any, payable under the Plan
upon his or her death. If the Committee is in doubt as to the right of any
person to receive such Award, the Company may retain such Award, without
liability for any interest thereon, until the Committee determines the right
thereto, or the Company may pay such Award into any court of appropriate
jurisdiction, and such payment shall be a complete discharge of the liability of
the Company therefor.
SECTION 11. ADMINISTRATION OF THE PLAN
(a) Subject to the provisions of the Plan and the authority and the
responsibility of the Board, the Plan shall be administered by the Committee,
which shall consist of two or more persons, as appointed by the Board and
serving at the Board's pleasure. It is the intention that the Plan be
administered in a manner consistent with the requirements of applicable law,
including Rule 16b-3 under the Exchange Act.
(b) All decisions, determinations or actions of the Committee made or taken
pursuant to grants of authority under the Plan shall be made or taken in the
sole discretion of the Committee and shall be final, conclusive and binding on
all persons for all purposes.
(c) Subject to the provisions of the Plan and the authority and the
responsibility of the Board the Committee shall have full power, discretion and
authority to interpret, construe and administer the Plan and any part thereof
and any related Award agreement and define the terms employed in the Plan or any
agreement, and to prescribe and rescind rules, regulations and policies for the
administration of the Plan. The Committee's interpretations and constructions
thereof and actions taken thereunder, except as otherwise determined by the
Board, shall be final, conclusive and binding on all persons for all purposes.
(d) The Committee shall keep minutes of its actions under the Plan. The act
of a majority of the members present at a meeting duly called and held shall be
the act of the Committee. Any decision or determination reduced to writing and
signed by all members of the Committee shall be fully as effective as if made
by unanimous vote at a meeting duly called and held.
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(e) The Committee may employ such legal counsel, including without
limitation independent legal counsel and counsel regularly employed by the
Company, consultants and agents as the Committee may deem appropriate for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations received from any such consultant or
agent. All expenses incurred by the Committee in interpreting and administering
the Plan, including without limitation, meeting fees and expenses and
professional fees, shall be paid by the Company.
(f) No member or former member of the Committee or the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted under it. Each member or former member of the
Committee or the Board shall be indemnified and held harmless by the Company
against all cost or expense (including counsel fees and expenses) or liability
(including any sum paid in settlement of a claim with the approval of the Board)
arising out of any act or omission to act in connection with the Plan unless
arising out of such member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification or
insurance the members or former members may have as directors or under the
by-laws of the Company or otherwise.
SECTION 12. AMENDMENT OR DISCONTINUANCE
The Board may, at any time, amend or terminate the Plan. No amendment shall
become effective unless approved by affirmative vote of the Company's
stockholders if such approval is necessary or desirable in the judgment of the
Board for the continued validity of the Plan or if the failure to obtain such
approval would adversely affect the compliance of the Plan with Rule 16b-3 or
any successor rule under the Exchange Act or any other rule or regulation. No
amendment or termination shall, when taken as a whole, adversely and materially
affect the rights of any recipient of a previously granted award without his or
her consent unless the amendment or termination is necessary or desirable in the
judgment of the Board for the continued validity of the Plan or its compliance
with Rule 16b-3 or any successor rule under the Exchange Act or any other rule
or regulation.
SECTION 13. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK
In the event of any recapitalization, reclassification, stock dividend,
split-up or consolidation of shares of Stock, merger or consolidation of the
Company, or other event affecting the Stock as determined by the Board, the
Board shall make appropriate adjustments in the number and kind of securities
which may be issued pursuant to Awards under the Plan, including Awards then
outstanding, and the Board may make such adjustments to the terms, conditions or
restrictions on securities or Awards as the Board deems equitable.
SECTION 14. MISCELLANEOUS
(a) Nothing in this Plan or any Award granted hereunder shall confer upon
any employee any right to continue in the employ of any Participating Company or
interfere in any way with the right of any Participating Company to terminate
his or her employment at any time.
(b) No Award payable under the Plan shall be deemed salary or compensation
for the purpose of computing benefits under any employee benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise.
(c) No Eligible Employee shall have any claim to an Award until it is
actually granted under the Plan. To the extent that any person acquires a right
to receive payments from the Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. All
payments of Awards provided for under the Plan shall be paid by the Company
either by issuing shares of Stock or by delivering cash from the general funds
of the Company or other property of the Company; provided, however, that such
payments shall be reduced by the amount of any payments made to the participant
or his or her dependents, beneficiaries or estate from any trust or special or
separate fund established in connection with this Plan. The Company shall not be
required to establish a special or separate fund or other segregation of assets
to assure such payments, and, if the Company shall make any investments to aid
it in meeting its obligations hereunder, the participant shall have no
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right, title, or interest whatever in or to any such investments except as may
otherwise be expressly provided in a separate written instrument relating to
such investments.
(d) Absence on leave approved by a duly constituted officer of the Company
shall not be considered interruption or termination of employment for any
purposes of the Plan; provided, however, that no award may be granted to an
employee while he or she is absent on leave.
(e) If the Committee shall find that any person to whom any Award, or
portion thereof, is payable under the Plan is unable to care for his or her
affairs because of illness or accident, or is a minor, then any payment due him
or her (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Company therefor.
(f) The right of any Eligible Employee or other person to any Award or
Performance Share under the Plan may not be assigned, transferred, pledged or
encumbered, either voluntarily or by operation of law, except as provided in
Section 10 with respect to the designation of a Beneficiary or as may otherwise
be required by law. If, by reason of any attempted assignment, transfer, pledge,
or encumbrance or any bankruptcy or other event happening at any time, any
amount payable under the Plan would be made subject to the debts or liabilities
of the Eligible Employee or his or her Beneficiary or would otherwise devolve
upon anyone else and not be enjoyed by the Eligible Employee or his or her
Beneficiary, then the Committee may terminate such person's interest in any such
payment and direct that the same be held and applied to or for the benefit of
the Eligible Employee, his or her Beneficiary or any other persons deemed to be
the natural objects of his or her bounty, taking into account the expressed
wishes of the Eligible Employee (or, in the event of his or her death, those of
his or her Beneficiary) in such manner as the Committee may deem proper.
(g) Copies of the Plan and all amendments, administrative rules and
procedures and interpretations shall be made available for review to all
Eligible Employees at all reasonable times at the Company's administrative
offices.
(h) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the Eligible
Employee or his or her Beneficiary, for the withholding of any federal, state,
local or foreign taxes. The Committee may in its discretion permit the payment
of such withholding taxes by authorizing the Company to withhold shares of Stock
to be issued, or by delivering to the Company shares of Stock owned by the
Eligible Employee or Beneficiary, in either case having a Fair Market Value
equal to the amount of such taxes.
(i) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required.
(j) All elections, designations, requests, notices, instructions and other
communications from an Eligible Employee, Beneficiary or other person to the
Committee, required or permitted under the Plan, shall be in such form as is
prescribed from time to time by the Committee and shall be mailed by first class
mail or delivered to such location as shall be specified by the Committee.
(k) The terms of the Plan shall be binding upon the Company and its
successors and assigns.
(1) Captions preceding the sections hereof are inserted solely as a matter
of convenience and in no way define or limit the scope or intent of any
provisions hereof.
SECTION 15. EFFECTIVE DATE AND STOCKHOLDER APPROVAL
The Effective Date of the Plan shall be August 19, 1992, subject to
approval by the holders of a majority of the combined voting power of all shares
present in person or by proxy at the Company's 1992 Annual Meeting of
Shareholders. No awards will be granted under the Plan after the expiration of
ten years from the Effective Date.
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APPENDIX 1
PROXY CARD CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints SCOTT N. SCHNEIDER and ROBERT J. LARSON, and
each of them, proxies of the undersigned, with full power of substitution, to
vote all common stock of Century Communications Corp., a New Jersey corporation
(the 'Company'), the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on Friday, October 31, 1997, or at any
adjournment or adjournments thereof, with all the power the undersigned would
possess if personally present, on the following matters:
(Continued and to be signed on other side)
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<S> <C> <C>
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_____ Please mark your ___ |
A | X | votes as in this | |
----- example |___
WITHHOLD
For all nominees AUTHORITY
listed to right by all nominees FOR AGAINST ABSTAIN
1. Election ________ _________ ______ ______ ______
of | | | | Nominees: Claire L. Tow 2. Proposed to ratify | | | | | |
Directors | | | | and Messrs. the approval and | | | | | |
-------- --------- John P. Cole adoption by the Board ----- ------- ------
Bernard P. Gallagher of Directors of an amendment
Daniel E. Gold to Century Communications
Michael G. Harris Corp.'s 1992 Management
David Ross Miller Equity Incentive Plan to increase
David Z. Rosensweig the number of shares of Class
Scott N. Schneider and Common Stock available for grant
Leonard Tow thereunder by an additional 500,000 shares.
____________________________________________ Class A: Mr. William M. Kraus
3. Proposal to ratify ------ ------ ------
the selection by the | | | | | |
Board of Directors of | | | | | |
Deliotte& Touche LLP ----- ------- ------
as independent accountants
for the fiscalyear ending May 31, 1998.
4. In their discretion, the named proxies are
authorized to vote in accordanced with their
own judgment upon such other matters as may
properly come before the Annual Meeting.
This proxy when properly executed will be voted
in the manner directed herein by the undesigned
shareholder. If no direction is indicated, this
Proxy will be voted FOR the election of all
nominees for director, FOR proposal 2 and FOR
proposal 3 and the proxies will use their
discretion with respect to any matters referred
to in Item 4.
The undersigned hereby acknowledge receipt of
a copy of the Notice of Annual Meeting of
Shareholders and the Proxy Statement.
The undersigned hereby revokes any proxies
heretofore given.
SIGNATURE __________________________________________ SIGNATURE _____________________________________ DATED ___________, 1997
NOTE: Please complete, date and sign exactly as your name appears hereon. In the case of joint owners, each owner should sign.
When signing as administrator, attorney, corporate officer, executor, guardian, trustee, etc., please give your full
title as such.
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