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As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 333-24617
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
CENTURY COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
New Jersey 06-1158179
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
50 Locust Avenue
New Canaan, Connecticut 06840
(203) 972-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Bernard P. Gallagher
Century Communications Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
(203) 972-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<S> <C> <C>
David Z. Rosensweig David F. Kroenlein Vincent Pagano, Jr.
Leavy Rosensweig & Hyman Whitman Breed Abbott & Morgan LLP Simpson Thacher & Bartlett
11 East 44th Street 200 Park Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10166 New York, New York 10017
(212) 983-0400 (212) 351-3000 (212) 455-2000
</TABLE>
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Approximate date of commencement of the proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_______
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
------------------
Statement Pursuant to Rule 429(b)
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
which forms a part of this Registration Statement includes all the information
currently required in the Prospectus relating to Debt Securities covered
by registration statement No. 33-50779 of the registrant that became effective
on July 14, 1994 and Shares of Class A Common Stock which may be issuable upon
conversion thereof.
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<PAGE>
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MAY 29, 1997
PROSPECTUS
Century Communications Corp.
Senior Debt Securities
Senior Subordinated Debt
Securities and Subordinated
Debt Securities
Century Communications Corp. (the "Company") from time to time may offer up
to $502,000,000 aggregate principal amount of debentures, notes and/or other
unsecured evidences of indebtedness consisting of senior debt securities
("Senior Debt Securities"), senior subordinated debt securities ("Senior
Subordinated Debt Securities") and subordinated debt securities ("Subordinated
Debt Securities") (collectively, the "Debt Securities"). The Debt
Securities may be issued as convertible Debt Securities which, unless
previously redeemed or otherwise purchased, will be convertible at any time
during the specified conversion period into shares of the Company's Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"). The Debt
Securities may be offered as separate series in amounts, at prices and on terms
to be determined at the time of sale and to be set forth in supplements to
this Prospectus. The Company may sell Debt Securities to or through underwriters
or dealers and also may sell Debt Securities directly to other purchasers or
through agents. See "Plan of Distribution."
Certain terms of the Debt Securities in respect of which this Prospectus is
being delivered (the "Offered Debt Securities"), including, where applicable,
the specific designation (including whether senior, senior subordinated or
subordinated and whether convertible), aggregate principal amount,
denominations, maturity or the method of determination thereof, interest rate
(which may be fixed or variable) and time of payment of interest, initial
conversion rate and terms relating to the adjustment thereof that are in
addition to or different from those described herein, the period during which
any convertible Debt Securities may be converted, terms for redemption at the
option of the Company or the holder, terms for sinking or purchase fund
payments, the initial public offering price, any listing or proposed listing on
a securities exchange, the names of any underwriters or agents and the
compensation of such underwriters or agents and the other terms in connection
with the offering and sale of the Offered Debt Securities are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement").
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------------------
THE DATE OF THIS PROSPECTUS IS MAY 29, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") two registration statements on Form S-3 (together with all
amendments and exhibits, referred to as the "Registration Statements") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Debt Securities. This Prospectus does not contain all of the information set
forth in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Debt Securities, the Class A Common Stock and the
Company, reference is made to the Registration Statements.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a website that contains
reports, proxy and information statements and other information. The website
address is: http://www.sec.gov. The Company's Class A Common Stock is listed on
The Nasdaq Stock Market and the Company therefore also files reports, proxy and
information statements and other information with the National Association of
Securities Dealers, Inc. ("NASD"). The above material can be inspected at the
Nasdaq Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference: the Annual
Report on Form 10-K for the fiscal year ended May 31, 1996 and Amendment No. 1
thereto filed on August 30, 1996, the Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1996, the Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1996 and Amendment No. 1 thereto filed on
January 15, 1997, the Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 1997, and the Current Report on Form 8-K filed on June 14, 1996 and
Amendments No. 1 and 2 thereto filed on August 15, 1996 and August 16, 1996,
respectively.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Debt Securities shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the respective date of filing of
each such document. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is, or
is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than certain exhibits to
such documents. Requests for such documents should be directed to Scott N.
Schneider, Chief Financial Officer, Senior Vice President and Treasurer, Century
Communications Corp., 50 Locust Avenue, New Canaan, Connecticut 06840. The
Company's telephone number is (203) 972-2000.
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RISK FACTORS
Before purchasing the Debt Securities, a prospective investor should
consider, among other things, the following factors.
NET LOSSES; STOCKHOLDERS' DEFICIENCY
The Company has reported net losses of $102,117,000, $82,625,000,
$101,837,000 and $66,688,000 for the fiscal years ended May 31, 1996 and 1995
and the nine-month periods ended February 28, 1997 and February 29, 1996,
respectively. Operating income was $26,248,000, $26,702,000, $4,140,000
and $24,831,000 for the respective periods, after taking into account non-cash
charges (and the write down of Australian assets of $10,000,000 and $40,000,000
for the year ended May 31, 1996 and the nine months ended February 28, 1997,
respectively) of $226,456,000, $171,931,000, $227,067,000 and $155,624,000,
respectively. Interest expense was $172,215,000, $139,001,000, $148,622,000 and
$134,026,000 for the respective periods. The Company expects net losses to
continue for the foreseeable future, at least until such time as the operations
of its cable television systems and cellular telephone systems can generate
sufficient earnings to offset the charges, including depreciation and
amortization and interest expense, incurred in connection with such operations
and its investments in plants associated with rebuilds and extensions of its
cable television systems and expansion of the cellular telephone system
infrastructure.
Reflecting net losses in prior periods, the common stockholders'
deficiency as stated on the Company's consolidated balance sheet at February 28,
1997 was $541,529,000. The Company's assets, including its cable television
franchises and cellular telephone licenses, are recorded on its balance sheet at
historical cost. The Company believes that the current fair value of such assets
is significantly in excess of their historical cost. Accordingly, the Company
does not believe that the common stockholders' deficiency reflects the current
fair value of the Company.
LEVERAGE; CAPITAL REQUIREMENTS
In recent years, the Company and its subsidiaries have incurred
substantial indebtedness in connection with the acquisition, construction and
start-up expenses of cellular telephone systems as well as the acquisition,
upgrade and extension of cable television systems. At February 28, 1997, the
Company and its subsidiaries had long-term debt (exclusive of current maturities
of $15,224,000) of $2,108,168,000, including indebtedness under four credit
agreements executed by subsidiaries of the Company and various banks (the
"Credit Agreements") and under a note agreement executed by a subsidiary of the
Company in December 1992 (the "Note Agreement"). At February 28, 1997,
Centennial Cellular Corp., the Company's 31.8% owned subsidiary ("Centennial
Cellular"), had an aggregate of $369,000,000 outstanding principal amount of
debt securities.
The cable television and cellular telephone businesses are capital
intensive. While cash generated from operations is expected to fund an
increasing portion of the working capital requirements, capital expenditures and
debt service obligations of the Company and its subsidiaries, the Company will
require additional funds from bank borrowings and other sources. In the past,
the Company has funded the principal obligations on its long-term debt by
refinancing the principal with expanded bank lines of credit. Although to date
the Company has been able to obtain financing on satisfactory terms, there can
be no assurance that this will continue to be the case in the future. The
Company has met and believes, based on current market conditions, that it will
continue to meet its cash obligations with internally-generated cash from
operations, along with third party financing, primarily bank borrowings and the
issuance of debt securities to the public, and anticipates that its cable
television operations will continue to meet the debt service obligations under
debt instruments applicable to the cable television operations. Principal
payments are due under the Company's cable operations and Centennial's debt
instruments beginning in the fiscal year ended May 31, 2001. The Company will
need to refinance certain such obligations on or before such time and believes,
based on current market conditions, that it will be able to do so. However,
there can be no assurance that the Company will be successful in any such
refinancing or that the terms of any such financing will be favorable to the
Company. The Indentures for the Company's outstanding issues of publicly-held
debt (the "Indentures") impose certain restrictions on the incurrence of
additional indebtedness. See "Restrictive Covenants; Consequences of Default"
below.
For the year ended May 31, 1996 and the nine months ended February
28, 1997, earnings were less than fixed charges by $154,316,000 and
$143,096,000, respectively. See "Ratio of Earnings to Fixed Charges." Such
amounts reflect non-cash charges totaling $220,712,000 and $190,666,000,
respectively, consisting of depreciation and amortization and subsidiary
preferred stock dividends.
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RESTRICTIVE COVENANTS; CONSEQUENCES OF DEFAULT
The Credit Agreements limit the ability of certain subsidiaries of
the Company to incur additional indebtedness, including intercompany
indebtedness, or liens, to pay dividends to the Company and require that certain
operating and financial tests be met, including the maintenance of the ratio of
earnings before interest, depreciation and taxes (as defined in the Credit
Agreements, "EBIDT") to debt service for the Total Debt (as defined therein) of
such subsidiaries, the ratio of Total Debt to EBIDT and the ratio of EBIDT to
interest expense for the Total Debt of such subsidiaries at certain prescribed
levels. Each of these requirements is currently being met. The Note Agreement
imposes similar restrictions and requirements, including the maintenance of the
ratio of Indebtedness to Operating Cash Flow (each as defined in the Note
Agreement) at 4.50 to 1.00 and the ratio of Operating Cash Flow to Adjusted Debt
Service (each as defined in the Note Agreement) at not less than 1.35 to 1.00,
with which the Company is presently in compliance. The Indentures also contain
various covenants including, but not limited to, the following: (i) restrictions
on mergers, sales and consolidations, (ii) restrictions on dividends,
redemptions or repurchase of the Company's capital stock or the capital stock of
any of its affiliates, (iii) limitations on transactions with, or investments
in, affiliates, (iv) restrictions on the ability to make loans to, or act as
guarantor for, certain of its subsidiaries and affiliates, which presently
consist of those subsidiaries and affiliates engaged in the wireless telephone
and related businesses, and (v) the maintenance of various financial ratios. The
Company is presently in compliance with each of the foregoing; however, the
ability of the Company and its subsidiaries to comply with such provisions may
be affected by events beyond their control.
In the event of a default under the agreements pursuant to which the
outstanding debt securities of the Company and its subsidiaries are issued, the
holders of such debt or the trustee acting on their behalf could elect to
declare all of such debt securities, together with accrued interest, to be due
and payable. Under certain of such agreements, the creditors would also have
other remedies available, including foreclosure on the capital stock of the
Company's subsidiaries which is pledged to secure such debt. In addition, in the
event of a default under the Indentures, the Company would be prohibited
from making any payments on any Senior Subordinated Debt Securities or
Subordinated Debt Securities until all debt senior thereto was paid in full.
There can be no assurance that the assets of the Company would be sufficient to
repay all such senior debt and any Senior Subordinated Debt Securities and
Subordinated Debt Securities then outstanding.
Management believes that the Company is not presently at risk of
noncompliance with any of the covenants described above. However, there can be
no assurance that this will continue to be the case.
CELLULAR TELEPHONE INDUSTRY
The Company has a 31.8% common stock interest and a 73.6% voting
interest in Centennial Cellular and provides management services to Centennial
Cellular. As a result of the Company's controlling interest in the voting power
of Centennial Cellular, the operations of Centennial Cellular are consolidated
with those of the Company for financial reporting purposes. Centennial
Cellular is engaged in the ownership and operation of non-wireline telephone
systems primarily in four geographic areas in the United States and Puerto Rico.
See "THE COMPANY." Centennial Cellular is a highly leveraged company.
Centennial Cellular is solely responsible for its debt. Since August 1988,
Centennial Cellular has acquired licenses for 28 cellular telephone markets
which it owns and manages, some of which are considered to be in the early
development phase of operations. Centennial Cellular also owns minority
equity investment interests in certain other cellular telephone systems and
has recently determined to sell or otherwise dispose of such interests. On
March 13, 1995, Centennial Cellular successfully bid for one of two Metropolitan
Trading Areas (MTA) licenses to provide broadband personal communications
services ("PCS") in the Commonwealth of Puerto Rico and the U.S. Virgin
Islands. Centennial Cellular also plans to participate in a full range of
telecommunications services including wireless PCS, competitive local exchange
and alternative access in Puerto Rico. Centennial Cellular requires substantial
capital to operate, construct, expand and acquire cellular telephone systems and
to build out and operate its recently acquired Puerto Rico telecommunications
business and for debt service. Historically, Centennial Cellular has been
dependent upon borrowings, the issuance of its equity securities and operating
cash flow to provide funds for such purposes. Centennial Cellular is exploring
various sources of external financing, including, but not limited to, bank
financing, joint ventures, partnerships and public and private placement of its
debt or equity securities, and will be dependent on such external financing
to meet its operating, debt service, dividend and capital expenditure
commitments. Centennial Cellular does not anticipate that improved cash flow
from operations will be sufficient in the near term to fund its requirements.
Additionally, the licensing, ownership, construction, operation and
sale of controlling interests in cellular telephone systems are regulated by the
Federal Communications Commission ("FCC"). Certain aspects of cellular telephone
system ownership, construction, operation (including, but not limited to, rates
and the resale of cellular service) and sale may be subject to public
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utility or other state and municipal regulation in the states in which service
is provided. Changes in the regulation of cellular telephone system operators or
their activities (such as increased price regulation by state authorities or a
decision by the FCC to permit more than two licensees in each service area)
could have a material adverse effect on Centennial Cellular's operations.
CONTROL BY CERTAIN STOCKHOLDERS
The ownership interest in the Company of Leonard Tow and certain
trusts for the benefit of members of his family (the "Tow Trusts"), constituting
approximately 87.76% of the combined voting power of both the Class A Common
Stock and the Class B Common Stock of the Company, presently gives them the
power to elect all but one member of the Board of Directors of the Company and
to control the vote on all other matters submitted to a vote of the Company's
stockholders. See "DESCRIPTION OF CAPITAL STOCK--Common Stock--Voting Rights."
Under certain of the Credit Agreements, an event of default occurs if
Leonard Tow and/or members of his immediate family or the Tow Trusts cease to
own, in the aggregate, stock of the Company having at least a majority of the
combined voting power of both classes of Common Stock of the Company.
FOREIGN CURRENCY EXCHANGE RATE RISKS; HEDGING
The Company's monetary assets and liabilities are subject to foreign
currency exchange risk as certain equipment purchases and payments for certain
operating expenses, such as programming expenses, are denominated in currencies
other than their own functional currency. In addition, certain of the Company's
Australian subsidiaries have notes payable and notes receivable which are
denominated in a currency other than their own functional currency or
intercompany loans payable linked to the U.S. dollar.
In general, the Company does not execute hedge transactions to reduce
its exposure to foreign currency exchange rate risks. Accordingly, the Company
may experience economic loss and a negative impact on earnings with respect to
its holdings solely as a result of foreign currency exchange rate fluctuations,
which include foreign currency devaluations against the dollar. The Company may
also experience economic loss and a negative impact on earnings related to these
monetary assets and liabilities. In general, exchange rate risk to the Company's
commitments for equipment purchases and operating expenses is generally limited
due to the insignificance of the related monetary asset and liability balances;
however, exchange rate risk to the Company of these notes payable and notes
receivable and debt linked to the U. S. dollar have and will continue to impact
its reported earnings.
Australia, where the Company is presently involved in the pay
television industry, generally does not restrict the removal or conversion of
local or foreign currency; however, there is no assurance this position will
continue.
AUSTRALIAN INVESTMENT
During fiscal 1994, 1995 and 1996, the Company invested, through a
wholly-owned subsidiary, approximately $145 million in the developing pay
television industry in Australia, which investment included the purchase of
securities of East Coast Pay Television Pty Limited, an Australian company
("ECT"). Since commencement of its operations in the Australian pay television
industry, ECT has been funded by capital contributions and short-term debt
facilities from its principal security holders (including the Company), and
third party financings. The maturity dates on two of ECT's debt facilities,
currently held by a third party bank, have been extended to July 31, 1997. ECT
is currently in compliance with the terms and conditions of its debt facilities.
The Company's Australian holding company has reserved against its short-term
advances to ECT in the aggregate amount of $40,000,000. The Company recorded
this reserve as a write-down of its Australian assets. At February 28, 1997, the
remaining net book value of the Company's Australian investments was
approximately $30,000,000. With respect to such net book value on its books, the
Company is currently evaluating the current and potential future operating cash
flows of ECT and its equity interest in an Australian programming venture.
Further, the Company is in discussion with its investment advisors with respect
to a strategy to sell its investments in its Australian operations. The Company
currently believes that the remaining net book value of its Australian
investments is realizable, but there can be no assurance as to the timing or
amount of any receipts. In April 1997, the Company and ECT were named as
defendants in litigation before the Industrial Relations Commission of New South
Wales, Australia relating to the alleged termination of plaintiff's employment
arrangements and loss of related business opportunities. The claims are for
damages in the aggregate of approximately Australian $39,000,000.
REGULATION
On February 8, 1996, "The Telecommunications Act of 1996" (the "1996
Act") was enacted into law. The new law alters federal, state and local laws and
regulations regarding telecommunications providers and services, including the
cable television industry. The 1996 Act deregulates (except for basic service)
cable service rates over a three year period. Implementing regulations of the
1996 Act are currently being written. The effect that the 1996 Act will have on
the Company's cable television business cannot be determined at this time.
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THE COMPANY
The Company was incorporated in New Jersey on December 5, 1985 as the
holding company for a corporation of the same name incorporated in Texas on June
12, 1973 ("Century-Texas"). The Company is engaged primarily in the ownership
and operation of cable television systems and wireless telephone systems.
At February 28, 1997, the Company owned and operated 70 cable
television systems in 25 states and Puerto Rico. At that date, the Company's
cable systems passed approximately 2,060,000 homes and served a total of
approximately 1,256,000 primary basic subscribers. Certain of the Company's
cable systems are owned 50% by the Company and 50% by unaffiliated entities. At
February 28, 1997, these systems passed approximately 541,000 homes and served
approximately 271,000 primary basic subscribers.
The Company has a 31.8% common stock interest and a 73.6% voting
interest in Centennial Cellular and provides management services to Centennial
Cellular. The market value of this interest, based solely on the equivalent
number of publicly-traded shares of Class A Common Stock, was $97,391,000 on
February 28, 1997. Centennial Cellular is engaged in the ownership and operation
of wireless telephone systems, primarily in four geographic areas in the United
States and Puerto Rico. Since August 1988, Centennial Cellular has acquired
licenses for 28 cellular telephone markets which it owns and manages. In
addition, on March 13, 1995, Centennial Cellular successfully bid for one of two
MTA licenses to provide PCS in the Commonwealth of Puerto Rico and the U.S.
Virgin Islands. Centennial Cellular also plans to participate in a full range of
telecommunications services including wireless PCS, competitive local exchange
and alternative access in Puerto Rico.
The Company has interests in businesses in the developing pay
television industry in Australia. The interests include investments in entities
which have the following: (i) programming arrangements and ownership of a
satellite subscription broadcast license which permits distribution of
programming via direct-to-home (DTH) satellite television broadcasting
throughout Australia; (ii) ownership of wireless cable distribution licenses
(MDS) in areas covering approximately 755,000 households; and (iii) a
partnership in up to 25% of net cash flow of Australis Media Limited
("Australis"), another Australian pay television operator.
The Company has determined to pursue a strategy to sell its
Australian investments and is currently in discussion with investment advisors
with respect thereto. The Company has not yet developed an estimate of the net
proceeds to be received on disposition or the expected period required for
completion of the disposition. As a result, the operating results for the
Australian operations are reported as a component of continuing operations. Once
the Company has developed its formal plan for disposition, including its
estimate of the net proceeds upon disposition and the period expected to be
required for completion of the disposition, the Company anticipates accounting
for its Australian operations as discontinued operations.
The Company expects to continue to consider acquisitions of or
investments in cable television systems and other communications-related
properties. Centennial Cellular expects to continue to consider acquisitions of
or investments in cellular telephone systems and other communications-related
products and services.
The Company's principal executive offices are located at 50 Locust
Avenue, New Canaan, Connecticut 06840 and its telephone number is (203)
972-2000.
RATIO OF EARNINGS TO FIXED CHARGES
For the purpose of calculating the ratio of earnings to fixed
charges, earnings consist of the amount of fixed charges plus earnings before
income taxes and extraordinary items. Fixed charges consist of interest,
including amortization of debt issue costs and capitalized interest, subsidiary
preferred stock dividends, and the portion of rent deemed representative of the
interest factor. For the years ended May 31, 1992, 1993, 1994, 1995 and 1996 and
the nine months ended February 28, 1997, earnings as defined were less
than fixed charges by approximately $83,015,000, $68,553,000, $66,088,000,
$114,448,000, $154,316,000 and $143,096,000, respectively. The increased
deficiency of earnings to fixed charges reflects higher levels of interest
expense as a result of increased borrowings incurred to finance acquisitions,
capital expenditures, working capital requirements, debt service and increases
in non-cash depreciation and amortization expense related to acquisitions
and capital expenditures. See "RISK FACTORS--Leverage; Capital Requirements."
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement relating
to an offering of Debt Securities (such Debt Securities, "Offered Debt
Securities"), the net proceeds from the sale of the Debt Securities will be used
for general corporate purposes, including the reduction of existing indebtedness
under one or more of the Credit Agreements as well as the financing of capital
expenditures and acquisitions. The Company has no current specific plans for the
net proceeds of an offering of Offered Debt Securities. Any specific allocation
of the net proceeds of an offering of Offered Debt Securities to a specific
purpose will be determined at the time of such offering and will be described in
the related Prospectus Supplement. Pending any specific application that may be
described in the Prospectus Supplement, the net proceeds will be added to
working capital and invested in short-term interest bearing obligations. Such
investments will be subject to fluctuating interest rates which may be lower
than the rates applicable to the Debt Securities.
The Company may borrow additional funds from time to time from public
and private sources on both a long-term and short-term basis to fund its future
capital and working capital requirements in excess of internally generated
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funds. Certain of such borrowings may rank senior in right of payment to the
indebtedness represented by Debt Securities that are Senior Subordinated Debt
Securities or Subordinated Debt Securities. See "DESCRIPTION OF DEBT
SECURITIES--Subordination."
PRICE RANGE OF CLASS A COMMON STOCK
The Class A Common Stock has traded on the Nasdaq System ("NASDAQ")
under the symbol CTYA since January 5, 1995. Previously, it had traded on the
American Stock Exchange. There is no established public market for the Class B
Common Stock. The table set forth below lists the high asked and the low bid
prices for the Class A Common Stock reported on NASDAQ for the period from
January 5, 1995 through May 23, 1997.
HIGH LOW
---- ---
1995
First Quarter................................. $10.13 $7.25
Second Quarter................................ 10.13 7.63
Third Quarter................................. 10.50 8.63
Fourth Quarter................................ 10.38 7.75
1996
First Quarter................................. 10.13 7.50
Second Quarter................................ 10.13 8.25
Third Quarter................................. 8.88 6.13
Fourth Quarter................................ 7.63 5.13
1997
First Quarter ................................ 6.25 3.88
Second Quarter (through May 23)............... 5.13 3.63
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may relate.
The particular terms of the Offered Debt Securities offered by any Prospectus
Supplement and any variations from such general terms and provisions applicable
to the Offered Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
The Debt Securities will be general unsecured obligations of
the Company. The Senior Debt Securities will be senior to all subordinated
indebtedness of the Company, including any outstanding Senior Subordinated Debt
Securities and Subordinated Debt Securities, and pari passu with other
unsecured, unsubordinated indebtedness of the Company. The Senior Subordinated
Debt Securities will be
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subordinate in right of payment to any Senior Debt Securities, including
$200,000,000 aggregate principal amount of 9 3/4% Senior Notes Due 2002 issued
by the Company in February 1992 (the "9 3/4% Notes"), $150,000,000 aggregate
principal amount of 9 1/2% Senior Notes Due 2000 issued by the Company in August
1992 (the "1992 Notes"), $250,000,000 aggregate principal amount of 9 1/2%
Senior Notes Due 2005 issued by the Company in March 1995 (the "1995 Notes"; the
1992 Notes and the 1995 Notes are hereinafter collectively referred to as the "9
1/2% Notes"), $250,000,000 aggregate principal amount of 8 7/8% Senior Notes Due
2007 issued by the Company in January 1997 (the "8 7/8% Notes"), and
$444,000,000 aggregate principal amount of Senior Discount Notes Due 2003 issued
by the Company in March 1993 (the "Discount Notes"), and to certain other debt
obligations of the Company that may be outstanding from time to time, pari passu
with the senior subordinated indebtedness of the Company that may be outstanding
from time to time and senior to certain subordinated indebtedness of the Company
that may be outstanding from time to time, including any Subordinated Debt
Securities. The Subordinated Debt Securities will be subordinate in right of
payment to any Senior Debt Securities, including the 8 7/8% Notes, the 9 3/4%
Notes, the 9 1/2% Notes and the Discount Notes, and Senior Subordinated Debt
Securities, and to certain other debt obligations of the Company that may be
outstanding from time to time and pari passu with certain other subordinated
indebtedness of the Company that may be outstanding from time to time.
On April 15, 1997, the Company redeemed the entire principal amount
outstanding ($204,000,000) of 11 7/8% Senior Subordinated Debentures due 2003
issued by the Company in October 1991 at a redemption price of 105% of the
principal amount thereof.
The principal operations of the Company are and will be conducted
through its subsidiaries. The Company's ability to service its indebtedness,
including the Debt Securities, is dependent primarily upon the receipt of funds
from its subsidiaries. The subsidiaries are separate legal entities and have no
obligation to pay any amounts due pursuant to the Debt Securities. The
provisions of the Credit Agreements limit the Company's ability to receive funds
from certain of its subsidiaries in the form of loans, advances, dividends,
management fees or otherwise to the amounts necessary to pay normal operating
expenses and Federal and state income and franchise taxes. Except to the extent
that the Company may itself be a creditor with recognized claims against its
subsidiaries, claims of creditors of such subsidiaries, including trade
creditors and the lending banks under the Credit Agreements, will have
priority with respect to the assets and earnings of such subsidiaries over the
claims of creditors of the Company, including holders of the Debt Securities,
even though such subsidiary obligations do not constitute Senior
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Indebtedness. The amount of such subsidiary indebtedness as of February 28, 1997
(excluding $15,174,000 of Australian debt and including the debt securities of
Centennial Cellular which aggregated $369,000,000 in outstanding principal
amount at February 28, 1997) was $794,500,000.
Senior Debt Securities are to be issued under a supplement to the
Indenture, dated as of February 15, 1992, between the Company and First Trust of
California, National Association, successor trustee to Bank of America National
Trust and Savings Association (the "Senior Indenture"); Senior Subordinated Debt
Securities are to be issued under a supplement to the Indenture, dated as of
October 15, 1991, between the Company and Bank of Montreal Trust Company, as
trustee (the "Senior Subordinated Indenture"); and Subordinated Debt Securities
are to be issued under an Indenture to be executed by the Company and State
Street Bank and Trust Company, as trustee (the "Subordinated Indenture"). In
this Prospectus, the Senior Indenture, the Senior Subordinated Indenture and the
Subordinated Indenture are sometimes collectively referred to as the Indentures
and the trustees thereunder are sometimes collectively referred to as the
"Trustees" and individually as a "Trustee".
The terms of the Debt Securities include those stated in the
Indentures and those made part of such Indentures by reference to the Trust
Indenture Act of 1939, as in effect on the date thereof (the "Trust Indenture
Act"). The Debt Securities are subject to all such terms, and prospective
purchasers of Debt Securities are referred to the Indentures and the Trust
Indenture Act for a statement thereof. The statements under this caption
relating to the general terms and provisions of the Debt Securities and the
Indentures are summaries of the material terms thereof. Such summaries are
qualified in their entirety by express reference to the Indentures which have
been filed as exhibits to this Amendment No. 1 to the Registration Statement of
which this Prospectus is a part and must be read in conjunction with the
description of the particular terms of the Offered Debt Securities that will be
set forth in the Prospectus Supplement relating thereto.
GENERAL
The Indentures do not limit the aggregate principal amount of
debentures, notes or other evidences of indebtedness which may be issued
thereunder and provide that Debt Securities may be issued thereunder in one or
more series, in such form or forms, with such terms and up to the aggregate
principal amount authorized from time to time by the Company.
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Reference is made to the Prospectus Supplement for the following
terms of the Offered Debt Securities: (1) the designation (including whether
they are Senior Debt Securities, Senior Subordinated Debt Securities or
Subordinated Debt Securities and whether such Debt Securities are convertible),
aggregate principal amount and authorized denominations of the Offered Debt
Securities; (2) the percentage of their principal amount at which such Offered
Debt Securities will be issued; (3) the date or dates on which the Offered Debt
Securities will mature or the method of determination thereof; (4) the rate or
rates (which may be fixed or variable) at which the Offered Debt Securities will
bear interest, if any, or the method by which such rate or rates shall be
determined, any reset features of the rates and the date or dates from which
such interest will accrue or the method by which such date or dates shall be
determined; (5) the dates on which any such interest will be payable and the
Regular Record Dates for such Interest Payment Dates; (6) any mandatory or
optional sinking fund or purchase fund or analogous provisions; (7) if
applicable, the date after which and the price or prices at which the Offered
Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or of the Holder thereof
and the other detailed terms and provisions of such optional or mandatory
redemption; (8) if applicable, the terms and conditions upon which the Offered
Debt Securities may be convertible into Class A Common Stock, including the
initial conversion rate, the conversion period and any other provision in
addition to or in lieu of those described herein; (9) whether such Offered Debt
Securities shall be subject to defeasance and, if so, the terms thereof; (10)
any Events of Default provided with respect to the Offered Debt Securities that
are in addition to or different from those described herein; and (11) any other
terms of the Offered Debt Securities.
First Trust of California, National Association, successor trustee to
Bank of America National Trust and Savings Association, is the trustee with
respect to the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes and the Discount
Notes which were issued under a Senior Indenture dated as of February 15, 1992
between the Company and First Trust of California, National Association, as
successor trustee, and will rank pari passu with any other Senior Debt
Securities. The Indentures governing the 9 3/4% Notes, the 9 1/2% Notes, the
8 7/8% Notes and the Discount Notes provide that the holders of the 9 3/4%
Notes, the 9 1/2% Notes, the 8 7/8% Notes and the Discount Notes, respectively,
have the right to require the Company to purchase the 9 3/4% Notes, the 9 1/2%
Notes, the 8 7/8% Notes and the Discount Notes, as the case may be,
following a transaction or transactions which reduce below 300 the number of
record holders of the Class A Common Stock and which result in certain
reductions in ratings of the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes
and the Discount Notes, as the case may be. Unless otherwise indicated in
the Prospectus Supplement relating thereto, the holders of Offered Debt
Securities will not have a similar right or be entitled to other types of
event risk protection.
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Unless otherwise indicated in the Prospectus Supplement relating
thereto, the principal of (and premium, if any) and interest on the Offered Debt
Securities will be payable, and the Offered Debt Securities will be exchangeable
and transfers thereof will be registrable, at the Corporate Trust Office of the
Trustee, provided that at the option of the Company, payment of any interest may
be made by check mailed to the address of the Person entitled thereto as it
appears in the Security Register.
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Offered Debt Securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any registration of transfer or
exchange of the Offered Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. Special federal income tax, accounting and other
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
SUBORDINATION
The payment of the principal of (and premium, if any) and interest on
Subordinated Debt Securities is expressly subordinated, to the extent
and in the manner set forth in the Subordinated Indenture, in right
of payment to the prior payment in full of all present and future Senior
Indebtedness (including the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes,
the Discount Notes and any other Senior Debt Securities and any Senior
Subordinated Debt Securities then outstanding of the Company. Senior
Indebtedness is defined in the Subordinated Indenture as: (a) the Bank
Obligations and (b) the principal of (and premium, if any) and interest on (i)
all other indebtedness for money borrowed by the Company, whether outstanding
on the date of the Indenture or thereafter created or incurred; (ii) all other
indebtedness for money borrowed by another Person in which the Company has an
equity interest or has the right to purchase an equity interest, which is
guaranteed in whole or in part directly or indirectly by the Company (whether
such guarantee is outstanding on the date of the Subordinated Indenture or
thereafter created or incurred); and (iii) all indebtedness constituting
purchase money indebtedness for the payment of which the Company is directly or
contingently liable,
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whether outstanding on the date of the Subordinated Indenture or thereafter
created or incurred; (c) any obligation of the Company to purchase or guarantee
indebtedness of, to supply funds to or invest in another Person in which the
Company has an equity interest or has the right to purchase an equity interest
(whether such obligation is outstanding on the date of the Subordinated
Indenture or is thereafter created or incurred); (d) any obligation of the
Company to any Person in respect of surety or similar bonds issued by such
Person in connection with entering into, renewing, extending or maintaining any
cable television franchise granted by a governmental authority or any
construction in respect of any cable television system by the Company or any
other Person in which the Company has an equity interest or has the right to
purchase an equity interest; (e) any obligation of the Company to compensate,
reimburse or indemnify an issuer with respect to any letter of credit issued at
the request of or for the account of the Company; (f) any obligation of the
Company under any Interest Swap Obligations or Currency Agreements (other than
any Interest Swap Obligations or Currency Agreements the payments with respect
to which correspond to payments on, or one of the events permitting the early
termination of which is expressly connected to, any indebtedness of the Company
which is expressed to be subordinate to other indebtedness of the Company or
to rank on a parity with the Subordinated Debt Securities); and (g) all
renewals, extensions or refundings of any such obligations, indebtedness and
guarantees; provided, however, that if, by the terms of the instrument creating
or evidencing any obligation, indebtedness or guarantee (referred to in clauses
(a) through (g) above), it is expressly provided that such obligation,
indebtedness or guarantee is subordinate to all indebtedness of the Company
other than the Subordinated Debt Securities or indebtedness ranking pari passu
with the Subordinated Debt Securities or is not superior in right of payment
to the Subordinated Debt Securities, such obligation, indebtedness or guarantee
shall not be included as Senior Indebtedness but shall rank pari passu with
the Subordinated Debt Securities.
The payment of the principal of (and premium, if any) and interest on
Senior Subordinated Debt Securities is expressly subordinated, to the extent and
in the manner set forth in the Senior Subordinated Indenture, in right of
payment to the prior payment in full of all present and future Senior
Indebtedness (including the 8 7/8% Notes, the 9 3/4% Notes, the 9 1/2% Notes,
the Discount Notes and any other Senior Debt Securities then outstanding) of
the Company. Senior Indebtedness is defined in the Senior Subordinated Indenture
in the same manner as in the Subordinated Indenture; provided, however, that
if, by the terms of the instrument creating or evidencing any obligation,
indebtedness or guarantee (referred to in clauses (a)
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through (g) of the preceding paragraph), it is expressly provided that such
obligation, indebtedness or guarantee is subordinate to all other indebtedness
of the Company or is not superior in right of payment to any Senior Subordinated
Debt Securities, such obligation, indebtedness or guarantee (including any
Subordinated Debt Securities) shall not be included as Senior Indebtedness; and,
provided, further, that Senior Indebtedness as defined in the Senior
Subordinated Indenture does not include any obligation, indebtedness or
guarantee that is created or evidenced by an instrument the terms of which
expressly provide that such obligation, indebtedness or guarantee ranks pari
passu with the Senior Subordinated Debt Securities.
The Indentures do not restrict the amount of additional Senior
Indebtedness that may be incurred by the Company. The aggregate principal amount
of Senior Indebtedness outstanding as of a recent date will be set forth in the
accompanying Prospectus Supplement.
Upon any payment or distribution of assets of the Company to
creditors upon any dissolution, winding up, total or partial liquidation or
reorganization, whether voluntary or involuntary, or in bankruptcy, insolvency
or receivership or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise, all
principal of, premium, if any, and interest due on all Senior Indebtedness
(including any Outstanding Senior Debt Securities) must be paid in full before
the holders of the Senior Subordinated Debt Securities or the Subordinated Debt
Securities are entitled to receive or retain any payment thereon. Subject to the
payment in full of all Senior Indebtedness, the holders of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities will be
subrogated to the rights of the holders of Senior Indebtedness (as respectively
defined in the Senior Subordinated Indenture and the Subordinated Indenture) to
receive payments or distributions of assets of the Company applicable to Senior
Indebtedness until the Senior Subordinated Debt Securities or Subordinated Debt
Securities are paid in full.
Upon any default by the Company in the payment of all or any portion
of the principal of (or premium, if any) or interest on Senior Indebtedness (as
defined in the Senior Subordinated Indenture or Subordinated Indenture, as
applicable) and provided the Trustee has received written notice thereof, when
the same becomes due, no payment may be made on or in respect of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities until such
default has
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been cured or waived or the benefits of this provision have been waived by or on
behalf of the holders of such Senior Indebtedness.
CONVERSION RIGHTS
The Prospectus Supplement will provide whether the Offered Debt
Securities will be convertible and, if so, the initial conversion price or
conversion rate at which such convertible Debt Securities will be convertible
into Class A Common Stock. The holder of any convertible Debt Security will have
the right exercisable at any time during the time period specified in the
Prospectus Supplement, unless previously redeemed by the Company, to convert
such Debt Security at the principal amount thereof (or, if such Debt Security is
an Original Issue Discount Security, such portion of the principal amount
thereof as is specified in the terms of such Debt Security) into shares of Class
A Common Stock at the conversion price or conversion rate set forth in the
Prospectus Supplement, subject to adjustment as described below. The holder of a
convertible Debt Security may convert a portion thereof which is $1,000 or any
integral multiple of $1,000. In the case of Debt Securities called for
redemption, conversion rights will expire at the close of business on the date
fixed for the redemption as may be specified in the Prospectus Supplement,
except that in the case of redemption at the option of the holder, if
applicable, such right will terminate upon receipt of written notice of the
exercise of such option.
In certain events, the conversion rate will be subject to adjustment
as set forth in the Indentures. Such events include the issuance of shares of
any class of capital stock of the Company as a dividend on the Class A Common
Stock into which the Debt Securities of such series are convertible;
subdivisions, combinations and reclassifications of the Class A Common Stock
into which Debt Securities of such series are convertible; the issuance to all
holders of Class A Common Stock into which Debt Securities of such series are
convertible of rights or warrants entitling the holders (for a period not
exceeding 45 days) to subscribe for or purchase shares of Class A Common Stock
at a price per share less than the current market price per share of Class A
Common Stock (as defined in the Indentures); and the distribution to all holders
of Class A Common Stock of evidences of indebtedness of the Company or of assets
(excluding cash dividends paid from retained earnings and dividends payable in
Class A Common Stock for which adjustment is made as referred to above) or
subscription rights or warrants (other than those referred to above). No
adjustment of the conversion price or conversion rate will be required unless an
adjustment would require a cumulative increase or decrease of at least 1% in
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such price or rate. Fractional shares of Class A Common Stock will not be issued
upon conversion, but, in lieu thereof, the Company will pay a cash adjustment.
Convertible Debt Securities surrendered for conversion between the record date
for an interest payment, if any, and the interest payment date (except
convertible Debt Securities called for redemption on a redemption date during
such period) must be accompanied by payment of an amount equal to the interest
thereon which the registered holder is to receive.
DEFAULT, NOTICE AND WAIVER
The following are Events of Default under the Indentures with respect
to Debt Securities of any series issued thereunder: (i) default in the payment
of interest on any Debt Security of that series when due continued for 30 days
(whether or not such payment is prohibited by the subordination provisions of
the Indenture); (ii) default in the payment of the principal of (or premium, if
any) on any Debt Security of that series at its Maturity (whether or not payment
is prohibited by the subordination provisions of the Indenture); (iii) default
in the deposit of any sinking fund payment or analogous obligation, when and as
due by the terms of any Debt Security of that series (whether or not payment is
prohibited by the subordination provisions of the Indenture); (iv) default in
the performance, or breach, of any other covenant or warranty of the Company in
the Indenture or any Debt Security of that series (other than a covenant
included in the Indenture solely for the benefit of Debt Securities other than
that series), continued for 90 days after written notice from the Trustee or the
holders of 25% or more in principal amount of the Debt Securities of such series
outstanding; (v) certain events of bankruptcy, insolvency or reorganization; and
(vi) any other event of default provided with respect to Debt Securities of that
series. If an Event of Default provided with respect to Debt Securities of any
series at the time outstanding shall occur and be continuing, the Trustee or the
holders of not less than 25% in principal amount of outstanding Debt Securities
of that series may declare the unpaid principal balance to be immediately due
and payable. However, any time after a declaration of acceleration with respect
to Debt Securities of any series has been made, but before a judgment or decree
based on such acceleration has been obtained, the Holders of a majority in
principal amount of Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration. For information as
to waiver of defaults, see "Modification and Waiver."
Reference is made to the Prospectus Supplement relating to any series
of Offered Debt Securities which are
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Original Issue Discount Securities for the particular provision relating to
acceleration of the Maturity of a portion of the principal amount of such
Original Issue Discount Securities upon the occurrence of an Event of Default
and the continuation thereof.
The Company must file annually with each Trustee an Officers'
Certificate stating whether or not the Company is in default in the performance
and observance of any of the terms, provisions and conditions of the respective
Indenture and, if so, specifying the nature and status of the default.
Each Indenture provides that the Trustee, within 90 days after the
occurrence of a default, will give to holders of Debt Securities of any series
notice of all defaults with respect to such series known to it, unless such
default shall have been cured or waived; but, except in the case of a default in
the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or in the payment of any sinking fund or analogous
obligation installment with respect to Debt Securities of such series, the
Trustee shall be protected in withholding such notice if the board of directors
or such committee of directors as designated in such Indenture or Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of such holders.
Each Indenture contains a provision entitling the Trustee to be
indemnified by holders of Debt Securities before proceeding to exercise any
right or power under such Indenture at the request of any such holders. Each
Indenture provides that the holders of a majority in principal amount of the
outstanding Debt Securities of any series may, subject to certain exceptions,
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the
Trustee with respect to Debt Securities of such series. The right of a holder to
institute a proceeding with respect to each Indenture is subject to certain
conditions precedent including notice and indemnity to the Trustee, but the
holder has an absolute right to receipt of principal and interest when due and
to institute suit for the enforcement thereof.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise indicated in the Prospectus Supplement relating to
Offered Debt Securities, the Company, without the consent of any Holder of
Outstanding Debt Securities, may consolidate with or merge into any other
Person, or convey, transfer or lease its assets
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substantially as an entirety to, any Person, provided that (i) the Person formed
by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer or lease the assets of the Company
substantially as an entirety is organized under the laws of any United States
jurisdiction and assumes the Company's obligations on the Debt Securities and
under the Indenture, (ii) after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing, and (iii) certain
other conditions are met.
MODIFICATION AND WAIVER
Modification and amendments of the Indentures may be made by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Debt Securities of each series affected
thereby; provided, however, that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Debt Security; (b) reduce the principal amount
of, or any premium or interest on, any Debt Security; (c) reduce the amount of
principal of an Original Issue Discount Security payable upon acceleration of
the Maturity thereof; (d) adversely affect any right of repayment at the option
of the Holder of any Security, or reduce the amount of, or postpone the date
fixed for, the payment of any sinking fund or analogous obligation; (e) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security; or (f) reduce the percentage in principal amount
of Outstanding Debt Securities of any series, the consent of the Holders of
which is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults.
Without the consent of any Holder of Outstanding Debt Securities, the
Company may amend or supplement the Indentures and each series of Debt
Securities to cure any ambiguity or inconsistency or to provide for Debt
Securities in bearer form in addition to or in place of registered Debt
Securities or to make any other provisions that do not adversely affect the
rights of any Holder of Outstanding Debt Securities.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the Holders of all Debt Securities of
that series, waive any past default under the Indenture with respect to that
series, except a default in the payment of the principal of
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(or premium, if any) or interest on any Debt Security of that series or in
respect of a provision which under such Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of that
series affected.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE
Each Indenture may be discharged upon payment of the principal of
(and premium, if any) and interest, if any, on all the Debt Securities and all
other sums due thereunder. In addition, the Indentures provide that if, at any
time after the date thereof, the Company, if so permitted with respect to Debt
Securities of a particular series, shall deposit with the Trustee, in trust for
the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) U.S.
Government Obligations as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay all sums due for
the principal of (and premium, if any) and interest, if any, on the Debt
Securities of such series, as they shall become due from time to time, and
certain other conditions are met, the Trustee shall cancel and satisfy such
Indenture with respect to such series to the extent provided therein. The
Prospectus Supplement describing the Debt Securities of such series will more
fully describe the provisions, if any, relating to such cancellation and
satisfaction of the Indenture with respect to such series.
TRUSTEES
First Trust of California, National Association, successor trustee
to Bank of America National Trust and Savings Association, is the trustee with
respect to the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes and the Discount
Notes which were issued under the Senior Indenture and will rank pari passu with
any other Senior Debt Securities. The Trustees may perform certain services
for and transact other banking business with the Company from time to time in
the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized Capital Stock consists of 400,000,000 shares
of Class A Common Stock, 300,000,000 shares of Class B Common Stock, par value
$.01 per share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock"), and 100,000,000 shares of preferred stock, par value
$.01 per share (the "Preferred Stock"). As of February 28, 1997, 31,010,353
shares of Class A Common Stock were issued and outstanding (excluding treasury
shares) and 45,126,115 shares of Class B Common Stock were issued and
outstanding. At such date, 42,297,059 shares of Class B Common Stock were owned
by Leonard Tow, Chairman of the Board and Chief Executive Officer of the
Company, and the Tow Trusts. No shares of Preferred Stock are outstanding and
there is no agreement or understanding that would require the issuance of any
series of such stock.
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COMMON STOCK
Dividends
The Company has never paid a cash dividend on its common stock. The
Company is currently restricted from paying cash dividends by certain of its
debt instruments. Its ability to do so is further limited by provisions of
credit agreements entered into by certain of its subsidiaries that limit the
amount of cash that may be upstreamed to the Company.
If all cumulative dividends shall have been paid as declared or set
apart for payment upon shares of Preferred Stock then outstanding, if any,
holders of shares of Class A Common Stock and Class B Common Stock are entitled
to receive such dividends as may be declared by the Company's Board of Directors
out of funds legally available for such purpose. No dividend may be declared or
paid in cash or property on any share of Class B Common Stock, however, unless
simultaneously the same dividend is paid on each share of Class A Common Stock.
Dividends can be declared and paid on shares of Class A Common Stock without
being declared and paid on the shares of Class B Common Stock. In the case of
any stock dividend, holders of Class A Common Stock are entitled to receive the
same percentage dividend (payable in shares of Class A Common Stock) as the
holders of Class B Common Stock receive (payable in shares of Class B Common
Stock).
Voting Rights
Holders of shares of Class A Common Stock and Class B Common Stock
vote as a single class on all matters submitted to a vote of the stockholders,
with each share of Class A Common Stock entitled to one vote and each share of
Class B Common Stock entitled to ten votes except (i) for the election of
directors and (ii) as otherwise required by law. Under New Jersey law, the
affirmative vote of the holders of a majority of the outstanding shares of Class
A Common Stock is required to approve, among other matters, an amendment of the
certificate of incorporation if the rights or preferences of such holders would
be subordinated or otherwise adversely affected thereby. In the election of
directors, the holders of Class A Common Stock, voting as a separate class, are
entitled to elect one director. The holders of Class A Common Stock and Class B
Common Stock, voting as a single class with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes, are entitled to elect the remaining directors. Holders of Class A Common
Stock and Class B Common Stock are not entitled to cumulative voting in the
election of directors. The ownership interest in the Company of Leonard Tow and
the Tow Trusts, constituting approximately 87.76% of the combined voting power
of both classes of Common Stock, gives them the power to elect all but the
one Class A director as described above and to control the vote on all other
matters submitted to a vote of the Company's stockholders.
Liquidation Rights
Upon liquidation, dissolution or winding up of the Company, the
holders of the Class A Common Stock are entitled to share ratably with the
holders of Class B Common Stock in all assets available for distribution after
payment in full of creditors and after the preferential rights of holders of
shares of Preferred Stock then outstanding, if any, have been satisfied.
Other Provisions
Each share of Class B Common Stock is convertible at the option of
its holder into one share of Class A Common Stock and converts automatically
into one share of Class A Common Stock upon sale or other transfer prior to
December 31, 2010 to a person other than an affiliate. The holders of Class A
Common Stock and Class B Common Stock are not entitled to preemptive or
subscription rights. Neither the Class A Common Stock nor the Class B Common
Stock may be subdivided, consolidated, reclassified, or otherwise changed unless
concurrently the
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<PAGE>
other class of shares is subdivided, consolidated, reclassified, or otherwise
changed in the same proportion and in the same manner.
PREFERRED STOCK
The 100,000,000 shares of authorized and unissued Preferred Stock may
be issued with such designations, voting powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
and restrictions of such rights, as the Company's Board of Directors may
authorize, including but not limited to: (i) the distinctive designation of each
series and the number of shares that will constitute such series; (ii) the
voting rights, if any, of shares of such series; (iii) the dividend rate on the
shares of such series, any restriction, limitation or condition upon the payment
of such dividends, whether dividends shall be cumulative and the dates on which
dividends are payable; (iv) the prices at which, and the terms and conditions on
which, the shares of such series may be redeemed, if such shares are redeemable;
(v) the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of such series; (vi) any preferential amount payable upon
shares of such series in the event of the liquidation, dissolution or winding-up
of the Company or the distribution of its assets; and (vii) the prices or rates
of conversion at which, and the terms and conditions on which, the shares of
such series may be converted into other securities, if such shares are
convertible.
TRANSFER AGENT
The Transfer Agent and Registrar for the Class A Common Stock is
ChaseMellon Shareholder Services L.L.C., Ridgefield Park, New Jersey.
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<PAGE>
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities on a negotiated or
competitive bid basis to or through underwriters or dealers, and also may sell
Offered Debt Securities directly to other purchasers or through agents. The
Prospectus Supplement relating to an Offering of Debt Securities will describe
the method of distribution of the Offered Debt Securities.
The distribution of the Offered Debt Securities may be effected from
time to time in one or more transactions at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
If underwriters are used in the offering of Offered Debt Securities,
the names of the managing underwriter or underwriters and any other
underwriters, and the terms of the transaction, including compensation of the
underwriters and dealers, if any, will be set forth in the Prospectus Supplement
relating to such offering. Only underwriters named in a Prospectus Supplement
will be deemed to be underwriters in connection with the Offered Debt Securities
described therein. Firms not so named will have no direct or indirect
participation in the underwriting of such Offered Debt Securities, although such
a firm may participate in the distribution of such Offered Debt Securities under
circumstances entitling it to a dealer's commission. It is anticipated that any
underwriting agreement pertaining to any Offered Debt Securities will (1)
entitle the underwriters to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), or to contribution for payments which the underwriters
may be required to make in respect thereof, (2) provide that the obligations of
the underwriters will be subject to certain conditions precedent, and (3)
provide that the underwriters generally will be obligated to purchase all
Offered Debt Securities if any are purchased.
The Company also may sell Offered Debt Securities to a dealer as
principal. In such event, the dealer may then resell such Offered Debt
Securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of the dealer and the terms of the
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<PAGE>
transaction will be set forth in the Prospectus Supplement relating thereto.
Offered Debt Securities also may be offered through agents designated
by the Company from time to time. Any such agent will be named, and the terms of
any such agency will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in such Prospectus Supplement, any such
agent will act on a best efforts basis for the period of its appointment.
Dealers and agents named in a Prospectus Supplement may be deemed to
be underwriters (within the meaning of the Securities Act) of the Offered Debt
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will
authorize agents and underwriters to solicit offers by certain institutional
investors to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Institutional investors with whom such contracts, when authorized, may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of the Company.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. Agents and underwriters
will not have any responsibility in respect of the validity of such contracts or
the performance of the Company or such institutional investors thereunder.
The anticipated place and time of delivery for the Offered Debt
Securities will be set forth in the Prospectus Supplement relating to the
offering thereof.
LEGAL MATTERS
The legality of the Debt Securities offered will be passed upon for
the Company by Leavy Rosensweig & Hyman, New York, New York. David Z.
Rosensweig, a partner in the firm of Leavy Rosensweig & Hyman, is the Secretary
and a director of the Company. Certain legal matters concerning the offering of
the Debt Securities will be passed upon for the Company by its securities
counsel, Whitman Breed Abbott & Morgan LLP, New York, New York. Certain legal
matters will be passed upon for the underwriters or agents, if any, by Simpson
Thacher & Bartlett (a partnership which includes professional corporations), New
York, New York.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference to Century
Communications Corp.'s Annual Report on Form 10-K for the fiscal year ended May
31, 1996 and the combined financial statements of ML California Cable Division,
a division of ML Media Partners, L.P., for the years ended December 29, 1995 and
December 30, 1994, incorporated in this Prospectus by reference from Century
Communications Corp.'s Form 8-K/A2 dated August 16, 1996 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are incorporated herein by reference and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering of the Debt
Securities, other than underwriting discounts and commissions, are as follows:
SEC registration fee....................................... $151,515.15
Printing and engraving expenses............................ 35,000*
Legal fees and expenses.................................... 50,000*
Accounting fees and expenses............................... 20,000*
Blue Sky fees and expenses (including counsel fees)........ 20,000*
Trustees' fees and expenses................................ 40,000*
Rating agency fees......................................... 90,000
Miscellaneous expenses..................................... 3,750*
-------------
Total.................................... $410,265.15
=============
- -------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14A:3-5 of the New Jersey Business Corporation Act provides
the following with respect to the indemnification of directors, officers and
employees:
(1) As used in this section,
(a) "Corporate agent" means any person who is or was
a director, officer, employee or agent of the indemnifying
corporation or of any constituent corporation absorbed by the
indemnifying corporation in a consolidation or merger and any
person who is or was a director,
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officer, trustee, employee or agent of any other enterprise,
serving as such at the request of the indemnifying
corporation, or of any such constituent corporation, or the
legal representative of any such director, officer, trustee,
employee or agent;
(b) "Other enterprise" means any domestic or foreign
corporation, other than the indemnifying corporation, and any
partnership, joint venture, sole proprietorship, trust, or
other enterprise, whether or not for profit, served by a
corporate agent;
(c) "Expenses" means reasonable costs, disbursements
and counsel fees;
(d) "Liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
(e) "Proceeding" means any pending, threatened or
completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and any
inquiry or investigation which could lead to such action, suit
or proceeding; and
(f) References to "other enterprises" include
employee benefit plans; references to "fines" include any
excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the
indemnifying corporation" include any service as corporate
agent which imposes duties on, or involves services by, the
corporate agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner the person reasonably believed to be in
the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation"
as referred to in this section.
(2) Any corporation organized for any purpose under any
general or special law of this State shall have the power to indemnify
a corporate agent against his expenses and liabilities in connection
with any proceeding involving the corporate agent by reason of his
being or having been such a corporate agent, other than a proceeding by
or in the right of the corporation, if
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(a) such corporate agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation; and
(b) with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a
presumption that such corporate agent did not meet the
applicable standards of conduct set forth in paragraphs
14A:3-5(2)(a) and 14A:3-5(2)(b).
(3) Any corporation organized for any purpose under any
general or special law of this State shall have the power to indemnify
a corporate agent against his expenses in connection with any
proceeding by or in the right of the corporation to procure a judgment
in its favor which involves the corporate agent by reason of his being
or having been such corporate agent, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or
matter as to which such corporate agent shall have been adjudged to be
liable to the corporation, unless and only to the extent that the
Superior Court or the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability,
but in view of all circumstances of the case, such corporate agent is
fairly and reasonably entitled to indemnity for such expenses as the
Superior Court or such other court shall deem proper.
(4) Any corporation organized for any purpose under any
general or special law of this State shall indemnify a corporate agent
against expenses to the extent that such corporate agent has been
successful on the merits or otherwise in any proceeding referred to in
subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue
or matter therein.
(5) Any indemnification under subsection 14A:3-5(2) and,
unless ordered by a court, under subsection 14A:3-5(3), may be made by
the corporation only as authorized in a specific case upon a
determination that indemnification is proper in the circumstances
because the corporate agent met the applicable standard of conduct set
forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless
otherwise
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<PAGE>
provided in the certificate of incorporation or
bylaws, such determination shall be made
(a) by the board of directors or a committee thereof,
acting by a majority vote of a quorum consisting of directors
who were not parties to or otherwise involved in the
proceeding; or
(b) if such a quorum is not obtainable, or, even if
obtainable and such quorum of the board of directors or
committee by a majority vote of the disinterested directors so
directs, by independent legal counsel, in a written opinion,
such counsel to be designated by the board of directors; or
(c) by the shareholders if the certificate of
incorporation or by-laws or a resolution of the board of
directors or of the shareholders so directs.
(6) Expenses incurred by a corporate agent in connection with
a proceeding may be paid by the corporation in advance of the final
disposition of the proceeding as authorized by the board of directors
upon receipt of an undertaking by or on behalf of the corporate agent
to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified as provided in this section.
(7) (a) If a corporation upon application of a corporate agent
has failed or refused to provide indemnification as required under
subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2),
14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for
an award of indemnification by the corporation, and such court
(i) may award indemnification to the extent
authorized under subsections 14A:3-5(2) and 14A:3-5(3) and
shall award indemnification to the extent required under
subsection 14A:3-5(4), notwithstanding any contrary
determination which may have been made under subsection
14A:3-5(5); and
(ii) may allow reasonable expenses to the extent
authorized by, and subject to the provisions of, subsection
14A:3-5(6), if the court shall find that the corporate agent
has by his pleadings or during the course of the proceeding
raised genuine issues of fact or law.
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(b) Application for such indemnification may be made
(i) in the civil action in which the expenses were or
are to be incurred or other amounts were or are to be paid; or
(ii) to the Superior Court in a separate proceeding.
If the application is for indemnification arising out of a
civil action, it shall set forth reasonable cause for the
failure to make application for such relief in the action or
proceeding in which the expenses were or are to be incurred or
other amounts were or are to be paid.
The application shall set forth the disposition of any
previous application for indemnification and shall be made in
such manner and form as may be required by the applicable
rules of court or, in the absence thereof, by direction of the
court to which it is made. Such application shall be upon
notice to the corporation. The court may so direct that notice
shall be given at the expense of the corporation to the
shareholders and such other persons as it may designate in
such manner as it may require.
(8) The indemnification and advancement of expenses provided
by or granted pursuant to the other subsections of this section shall
not exclude any other rights, including the right to be indemnified
against liabilities and expenses incurred in proceedings by or in the
right of the corporation, to which a corporate agent may be entitled
under a certificate of incorporation, by-law, agreement, vote of
shareholders, or otherwise; provided that no indemnification shall be
made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts
or omissions (a) were in breach of his duty of loyalty to the
corporation or its shareholders, as defined in subsection (3) of
N.J.S.14A:2-7, (b) were not in good faith or involved a knowing
violation of law or (c) resulted in receipt by the corporate agent of
an improper personal benefit.
(9) Any corporation organized for any purpose under any
general or special law of this State shall have the power to purchase
and maintain insurance on behalf of any corporate agent against any
expenses incurred in any proceeding and any liabilities asserted
against him by reason of his being or having been a corporate agent,
whether or not the corporation would
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have the power to indemnify him against such expenses and liabilities
under the provisions of this section. The corporation may purchase such
insurance from, or such insurance may be reinsured in whole or in part
by, an insurer owned by or otherwise affiliated with the corporation,
whether or not such insurer does business with other insureds.
(10) The powers granted by this section may be exercised by
the corporation, notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise of such
powers.
(11) Except as required by subsection 14A:3-5(4), no
indemnification shall be made or expenses advanced by a corporation
under this section, and none shall be ordered by a court, if such
action would be inconsistent with a provision of the certificate of
incorporation, a bylaw, a resolution of the board of directors or of
the shareholders, an agreement or other proper corporate action, in
effect at the time of the accrual of the alleged cause of action
asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or
the rights of indemnification to which a corporate agent may be
entitled.
(12) This section does not limit a corporation's power to pay
or reimburse expenses incurred by a corporate agent in connection with
the corporate agent's appearance as a witness in a proceeding at a time
when the corporate agent has not been made a party to the proceeding.
Paragraph (2) of Article Eighth of the Certificate of Incorporation
of the Company provides, in pertinent part, as follows:
The Corporation shall, to the fullest extent permitted by
Section 14A:3-5 of the Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all corporate agents whom
it shall have the power to indemnify under said Section from and
against any and all of the expenses, liabilities or other matters
referred to in or covered by said Section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any by-law, agreement,
vote of stockholders or otherwise and shall continue as to a person who
has ceased to be a corporate agent and shall inure to the benefit of
the heirs, executors, administrators and
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personal representatives of such a corporate agent. The term "corporate
agent" as used herein shall have the meaning attributed to it by
Sections 14A:3-5 and 14A:5-21 of the Business Corporation Act and by
any other applicable provision of law.
Section 6.1 of the By-laws of the Company provides, in pertinent
part, as follows:
The Corporation shall, to the full extent permitted by
applicable law, indemnify any person (and the heirs, executors and
administrators of such person) who, by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation or of a
constituent corporation absorbed by the Corporation in a consolidation
or merger or is or was serving at the request of the Corporation or
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, was or is a party or is threatened to be made a party to:
(a) any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any such
action, suit or proceeding, or
(b) any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a
judgment in its favor, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit.
Any indemnification by the Corporation pursuant hereto shall be made
only in the manner and to the extent authorized by applicable law, and
any such indemnification shall not be deemed exclusive of any other
rights to which those seeking indemnification may otherwise be
entitled.
Section 6 of the Underwriting Agreement Basic Provisions, which
constitutes Exhibit 1 to this Registration Statement and is incorporated herein
by reference, provides for indemnification, under certain circumstances, of the
Company, certain of its directors and officers and persons who control the
Company against certain liabilities in
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connection with this offering, including liabilities under the Securities Act.
ITEM 16. EXHIBITS.
1 - Form of Underwriting Agreement Basic Provisions,
with form of Terms Agreement attached
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form S-3 (Reg.
No. 33-33787)).*
4.1 - Senior Indenture between the Registrant and First
Trust of California National Association, successor
trustee to Bank of America National Trust and Savings
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-3 (Reg. No. 33-47386)).
4.2 - Senior Subordinated Indenture between the Registrant
and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K for which the
date of report is October 17, 1991).
4.3 - Form of Subordinated Indenture between the Registrant
and State Street Bank and Trust Company, as Trustee
(incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3 (Reg.
No. 33-43639)).
5 - Opinion of Leavy Rosensweig & Hyman.
12 - Computation of Ratios of Earnings to Fixed
Charges.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Leavy Rosensweig & Hyman.*
24 - Power of Attorney (included in Part II of the
Registration Statement).*
25.1 - Statement of Eligibility and Qualification of
Trustee under the Senior Indenture,
on Form T-1.
25.2 - Statement of Eligibility and Qualification of
Trustee under the Senior Subordinated
Indenture, on Form T-1.
25.3 - Statement of Eligibility and Qualification of
Trustee under the Subordinated Indenture,
on Form T-1.
- -----------------
* Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
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(i) To include any prospectus required by Section
l0(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 15 above,
or otherwise, the Company has been advised that in the opinion
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of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling persons in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of New Canaan, State of
Connecticut, on the 29th day of May, 1997.
CENTURY COMMUNICATIONS CORP.
By /s/ Bernard P. Gallagher
_________________________________
Bernard P. Gallagher,
President and
Chief Operating Officer
Pursuant to the requirement of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement has been signed
below by the following persons, in the capacities indicated, on May 29, 1997.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ Leonard Tow*
_______________________________________ Chairman of the Board, Chief Executive Officer and
Leonard Tow Director (principal executive officer)
/s/ Scott N. Schneider
_______________________________________ Chief Financial Officer, Senior Vice President,
Scott N. Schneider Treasurer and Director (principal accounting officer)
/s/ Bernard P. Gallagher
_______________________________________ President, Chief Operating Officer and Director
Bernard P. Gallagher
_______________________________________ Director
William M. Kraus
/s/ David Z. Rosensweig*
_______________________________________ Director
David Z. Rosensweig
_______________________________________ Director
Robert D. Siff
/s/ Peter J. Solomon*
_______________________________________ Director
Peter J. Solomon
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
/s/ Claire Tow*
_______________________________________ Director
Claire Tow
</TABLE>
- ----------
* The undersigned, pursuant to a Power of Attorney executed by each of the
directors and officers noted above and filed with the Securities and Exchange
Commission, by signing his name hereto, does hereby sign and execute this
Amendment No. 1 to the Registration Statement on Form S-3 on behalf of each
of the persons noted above, all in the capacities and on the date indicated.
/s/ Scott N. Schneider
------------------------------------
Scott N. Schneider, Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- ------- ---------------------- ------
<S> <C> <C>
1 - Form of Underwriting Agreement Basic Provisions,
with form of Terms Agreement attached
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form S-3 (Reg.
No. 33-33787)).*
4.1 - Senior Indenture between the Registrant and First
Trust of California National Association, successor
trustee to Bank of America National Trust and
Savings Association, as Trustee (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (Reg. No.
33-47386)).
4.2 - Senior Subordinated Indenture between the Registrant
and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 2 to the
Registrant's Current Report on Form 8-K for which the
date of report is October 17, 1991).
4.3 - Form of Subordinated Indenture between the Registrant
and State Street Bank and Trust Company, as Trustee
(incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3 (Reg.
No. 33-43639)).
5 - Opinion of Leavy Rosensweig & Hyman.
12 - Computation of Ratios of Earnings to Fixed
Charges.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Leavy Rosensweig & Hyman.*
24 - Power of Attorney (included in Part II of the
Registration Statement).*
25.1 - Statement of Eligibility and Qualification of
Trustee under the Senior Indenture,
on Form T-1.
25.2 - Statement of Eligibility and Qualification of
Trustee under the Senior Subordinated Indenture,
on Form T-1.
25.3 - Statement of Eligibility and Qualification of
Trustee under the Subordinated Indenture,
on Form T-1.
</TABLE>
- -----------------
* Previously filed
<PAGE>
<PAGE>
May 28, 1997
Century Communications Corp.
50 Locust Avenue
New Canaan CT 06840
Dear Sirs:
We refer to Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), being filed by Century Communications Corp., a New Jersey
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to $500,000,000 aggregate
principal amount of Senior Debt Securities, Senior Subordinated Debt Securities
and Subordinated Debt Securities (collectively, the "Securities") of the
Company. We also refer to (i) the Senior Indenture between the Company and First
Trust of California National Association, successor Trustee to Bank of America
National Trust & Savings Association, as trustee, dated as of February 15, 1992,
being incorporated by reference as Exhibit 4.1 of the Registration Statement,
(ii) the Senior Subordinated Indenture, dated as of October 15, 1991, between
the Company and Bank of Montreal Trust Company, as trustee, incorporated by
reference as Exhibit 4.2 of the Registration Statement, and (iii) the proposed
form of the Subordinated Indenture between the Company and State Street Bank and
Trust Company, as trustee, being incorporated by reference as Exhibit 4.3 of
the Registration Statement (each of the Senior Indenture, Senior Subordinated
Indenture and Subordinated Indenture being referred to herein individually as an
"Indenture" and each of the respective trustees thereunder each being referred
to herein as a "Trustee").
We have examined originals, or photostatic or certified copies, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinions set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
<PAGE>
<PAGE>
Century Communications Corp.
May 28, 1997
Page 2
Based upon our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that, assuming the due execution
and delivery of each Indenture by the appropriate Trustee, upon the taking of
appropriate further corporate action by the Company, the Securities will have
been duly and validly authorized and, when duly executed, authenticated by the
appropriate Trustee, issued and delivered against payment therefor at the price
and in accordance with the terms set forth in the Prospectus that forms a part
of the Registration Statement and the applicable supplement or supplements to
such Prospectus, will have been duly and validly issued and will constitute
valid and binding obligations of the Company in accordance with their terms.
In giving the opinion set forth above, we have relied upon the
opinion, dated of even date herewith, of Connell, Foley & Geiser (the "Connell
Opinion"), a copy of which is attached, as to all matters relating to the laws
of the State of New Jersey. To the extent that the opinions set forth above are
expressed in reliance upon the Connell Opinion, such opinions are subject to the
qualifications and limitations expressed in the Connell Opinion.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm appearing under the
caption "Legal Matters" in the Prospectus that forms a part of the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Commission.
Very truly yours,
Leavy Rosensweig & Hyman
<PAGE>
<PAGE>
Exhibit 12
Computation of Ratio of Earnings to Fixed Charges (amounts in thousands)
<TABLE>
<CAPTION>
Nine
Months
Year Ended May 31, Ended
------------------------------------------------------- February 28,
1992 1993 1994 1995 1996 1997
-------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Loss before income tax benefit, minority interest and
extraordinary item $(78,206) $(62,670) $(60,250) $(110,029) $(144,860) $(136,745)
-------- -------- -------- --------- --------- ---------
Fixed Charges:
Interest, including amortization of debt issuance
costs 124,779 (2) 113,866 124,105 141,684 172,390 148,752
Interest capitalized -- -- -- -- 5,200 2,752
Interest portion of rent expense 1,497 1,638 1,843 2,135 3,001 2,251
Preferred stock dividends on subsidiary preferred
stock 4,809 5,883 5,838 4,419 4,256 3,599
-------- -------- -------- --------- --------- ---------
Total fixed charges 131,085 121,387 131,786 148,238 184,847 157,354
-------- -------- -------- --------- --------- ---------
-------- -------- -------- --------- --------- ---------
Adjustments to fixed charges, as defined:
Capitalized interest -- -- -- -- (5,200) (2,752)
Preferred stock dividends on subsidiary preferred stock (4,809) (5,883) (5,838) (4,419) (4,256) (3,599)
-------- -------- -------- --------- --------- ---------
Total adjustments to fixed charges (4,809) (5,883) (5,838) (4,419) (9,456) (6,351)
-------- -------- -------- --------- --------- ---------
Earnings, as defined $ 48,070 $ 52,834 $ 65,698 $ 33,790 $ 30,531 $(14,258)
-------- -------- -------- --------- --------- ---------
-------- -------- -------- --------- --------- ---------
Ratio of earnings to fixed charges (1) -- -- -- -- -- --
-------- -------- -------- --------- --------- ---------
-------- -------- -------- --------- --------- ---------
Amount by which earnings are less than fixed charges (83,015) (68,553) (66,088) (114,448) (154,316) (143,096)
-------- -------- -------- --------- --------- ---------
-------- -------- -------- --------- --------- ---------
</TABLE>
(1) The ratio of earnings to fixed charges is less than one-to-one and,
therefore, earnings are inadequate to cover fixed charges.
(2) Amount includes the write-off of $7,581 of debt issuance costs
included in the determination of the extraordinary loss on early
retirement of debt in 1992.
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement (No. 333-24617) of Century Communications Corp. on Form
S-3 of our report dated August 23, 1996, appearing in the Annual Report on Form
10-K of Century Communications Corp. and subsidiaries for the year ended May 31,
1996, our report dated May 31, 1996, with regard to the combined financial
statements of ML California Cable Division, a Division of ML Media Partners,
L.P. for the years ended December 29, 1995 and December 30, 1994, included in
the Century Communications Corp. Form 8-K/A2 dated August 16, 1996, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Stamford, Connecticut
May 27, 1997
<PAGE>
<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
--------------------
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
United States 94-3160100
(State of Incorporation) (IRS Employer Identification No.)
550 South Hope Street, Suite 500
Los Angeles, California 90071
(Address of principal executive offices and zip code)
--------------------
CENTURY COMMUNICATIONS CORP.
(Exact name of obligor as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
06-1158179
(IRS Employer Identification No.)
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT
06840
(Address of principal executive offices and Zip code)
SENIOR DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
<PAGE>
GENERAL
1. GENERAL INFORMATION Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to which it
is subject.
Comptroller of the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter
for the obligor is an affiliate of the trustee, describe each such
affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's knowledge
the obligor is not in default under any Indenture for which the Trustee acts
as Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement
of eligibility and qualification.
Exhibit 1-Articles of Association of First Trust of California, National
Association dated June 5, 1992. Incorporated herein by reference
to Exhibit 1 filed with Form T-1 statement, Registration
No. 33-50826
Exhibit 2-Certificate of the Comptroller of the Currency as to authority of
First Trust of California, National Association to commence the
business of banking. Incorporated herein by reference to Exhibit 2
filed with Form T-1 Statement, Registration No. 33-50826
Exhibit 3-Authorization of the Comptroller of the Currency granting First
Trust of California, National Association the right to exercise
corporate trust powers. Incorporated herein by reference to
Exhibit 3 filed with Form T-1 Statement, Registration No. 33-50826
Exhibit 4-By-Laws of First Trust of California, National Association, dated
June 15, 1992. Incorporated herein by reference to Exhibit 4 filed
with Form T-1 Statement, Registration No. 33-50826
Exhibit 5-Not Applicable
Exhibit 6-Consent of First Trust of California, National Association
required by Section 321(b) of the Act. Incorporated herein by
reference to Exhibit 6 filed with Form T-1 Statement, Registration
No. 33-50826
<PAGE>
<PAGE>
Exhibit 7-Report of Condition of First Trust of California, National
Association, as of the close of business on December 31, 1996
published pursuant to law or the requirements of its supervising
or examining authority.
NOTE
The answers to this statement insofar as such answers relate to what persons
have been underwriters for any securities of the obligor within three years
prior to the date of filing this statement, or what persons are owners of 10% or
more of the voting securities of the obligor, or affiliates, are based upon
information furnished to the trustee by the obligor. While the trustee has no
reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
First Trust of California, National Association, an Association organized and
existing under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Los Angeles and State of California on the 29th day of May, 1997.
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
By: Robert Schneider
-----------------------------
Robert Schneider
Assistant Vice President
Attest: Tamara Mawn
-----------------------
Tamara Mawn
Vice President
<PAGE>
<PAGE>
EXHIBIT 6
C O N S E N T
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, hereby consents
that reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Dated: May 29, 1997
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION
By Robert Schneider
-------------------------------------
Robert Schneider
Assistant Vice President
<PAGE>
<PAGE>
Exhibit 25.2
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b) ____
BANK OF MONTREAL TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
New York 13-4941093
(JURISDICTION OF INCORPORATION OR ORGANIZATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
77 Water Street
New York, New York 10005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Mark F. McLaughlin
Bank of Montreal Trust Company
77 Water Street, New York, NY 10005
(212) 701-7602
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------------------
CENTURY COMMUNICATIONS CORP.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
New Jersey 06-1158179
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
50 Locust Avenue
New Canaan, Connecticut 06840
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
--------------------------------------
Senior Subordinated Debt Securities
(TITLE OF THE INDENTURE SECURITIES)
================================================================================
<PAGE>
<PAGE>
- 2 -
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
State of New York Banking Department
2 Rector Street, New York, N.Y. 10006
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust
powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Century Communications Corp. and Bank of Montreal Trust Company,
Trustee under an Indenture dated as of October 15, 1991
$204,000,000 principal amount 11-7/8% Senior Subordinated
Debentures Due 2003
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310 (b) (1) of the Act arises as a result of the trusteeship
under any such other indenture, including a statement as to how
the indenture securities will rank as compared with the
securities issued under such other indenture.
The indenture to be qualified and the indenture referred to in
paragraph (a) above are wholly unsecured and rank pari passu. The
indenture referred to in paragraph (a) above is specifically
described in the indenture to be qualified.
<PAGE>
<PAGE>
- 3-
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
1. Copy of Organization Certificate of Bank of Montreal Trust
Company to transact business and exercise corporate trust powers;
incorporated herein by reference as Exhibit "A" filed with Form
T-1 Statement, Registration No. 33-46118.
2. Copy of the existing By-Laws of Bank of Montreal Trust Company;
incorporated herein by reference as Exhibit "B" filed with Form
T-1 Statement, Registration No. 33-80928.
3. The consent of the Trustee required by Section 321(b) of the Act;
incorporated herein by reference as Exhibit "C" with Form T-1
Statement, Registration No. 33-46118.
4. A copy of the latest report of condition of Bank of Montreal
Trust Company published pursuant to law or the requirements of
its supervising or examining authority, attached hereto as
Exhibit "D".
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939
the Trustee, Bank of Montreal Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New
York, on the 29th day of May, 1997.
BANK OF MONTREAL TRUST COMPANY
By /s/ Therese Gaballah
-----------------------------
Therese Gaballah
Vice President
<PAGE>
<PAGE>
EXHIBIT "D"
STATEMENT OF CONDITION
BANK OF MONTREAL TRUST COMPANY
NEW YORK
---------------------------------
<TABLE>
<S> <C>
Assets
Due From Banks $ 740,801
-----------
Investment Securities:
State & Municipal 16,888,571
Other 100
-----------
TOTAL SECURITIES 17,629,572
-----------
Loans and Advances
Federal Funds Sold 4,300,000
Overdrafts 3,591
-----------
TOTAL LOANS AND ADVANCES 4,303,591
-----------
Investment in Harris Trust, NY 7,516,776
Premises and Equipment 173,475
Other Assets 2,304,743
-----------
TOTAL ASSETS $31,928,057
===========
LIABILITIES
Trust Deposits $8,602,958
Other Liabilities 784,769
-----------
TOTAL LIABILITIES 9,387,727
-----------
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and
Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 17,289,810
Equity - Municipal Gain/Loss 28,332
--------------
TOTAL CAPITAL ACCOUNTS 22,540,330
TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $31,928,057
===========
</TABLE>
I, Mark F. McLaughlin, Vice President of the above-named bank, do
hereby declare that this Report of Condition is true and correct to the best of
my knowledge and belief.
Mark F. McLaughlin
December 31, 1996
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.
Sanjiv Tandon
Kevin O. Healey
Steven R. Rothbloom
<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
----------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) __
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
John R. Towers, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617)654-3253
(Name, address and telephone number of agent for service)
---------------------
CENTURY COMMUNICATIONS CORP.
(Exact name of obligor as specified in its charter)
NEW JERSEY 06-1158179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
(Address of principal executive offices) (Zip Code)
--------------------
SENIOR DEBT SECURITIES
SENIOR SUBORDINATED DEBT
(COLLECTIVELY THE "DEBT SECURITIES")
(Title of indenture securities)
<PAGE>
<PAGE>
GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH
IT IS SUBJECT.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee or of its parent,
State Street Corporation.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.
A copy of the Articles of Association of the trustee, as now in effect,
is on file with the Securities and Exchange Commission as Exhibit 1 to Amendment
No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1)
filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
and is incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of a Statement from the Commissioner of Banks of Massachusetts
that no certificate of authority for the trustee to commence business was
necessary or issued is on file with the Securities and Exchange Commission as
Exhibit 2 to Amendment No. 1 to the Statement of Eligibility and Qualification
of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc.
(File No. 22-17940) and is incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2), ABOVE.
A copy of the authorization of the trustee to exercise corporate trust
powers is on file with the Securities and Exchange Commission as Exhibit 3 to
Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4 to the Statement
of Eligibility and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Eastern Edison Company (File No. 33-37823) and is
incorporated herein by reference thereto.
1
<PAGE>
<PAGE>
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act
is annexed hereto as Exhibit 6 and made a part hereof.
7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority is
annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 29th day of May, 1997.
STATE STREET BANK AND TRUST COMPANY
ERIC J. DONAGHEY
By: ------------------------------
ERIC J. DONAGHEY
ASSISTANT VICE PRESIDENT
2
<PAGE>
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by CENTURY
COMMUNICATIONS CORP. of its DEBT SECURITIES, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
STATE STREET BANK AND TRUST COMPANY
ERIC J. DONAGHEY
By: ------------------------------
ERIC J. DONAGHEY
ASSISTANT VICE PRESIDENT
DATED: MAY 29, 1997
3
<PAGE>
<PAGE>
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business December
31, 1996, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).
<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .... 1,561,409
Interest-bearing balances ............................. 7,562,240
Securities ................................................. 9,388,513
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ...................... 5,622,962
Loans and lease financing receivables:
Loans and leases, net of unearned income ....4,858,187
Allowance for loan and lease losses ......... 72,614
Loans and leases, net of unearned income and allowances 4,785,573
Assets held in trading accounts ............................ 874,700
Premises and fixed assets .................................. 383,955
Other real estate owned .................................... 870
Investments in unconsolidated subsidiaries ................. 93,621
Customers' liability to this bank on acceptances outstanding 35,022
Intangible assets .......................................... 148,190
Other assets ............................................... 932,673
----------
Total assets ............................................... 31,389,728
==========
LIABILITIES
Deposits:
In domestic offices ................................... 8,508,096
Noninterest-bearing .............................. 6,435,131
Interest-bearing ................................. 2,072,965
In foreign offices and Edge subsidiary ................ 11,395,724
Noninterest-bearing .............................. 27,508
Interest-bearing ................................. 11,368,216
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary ...................... 7,518,222
Demand notes issued to the U.S. Treasury and Trading
Liabilities .............................................. 733,935
Other borrowed money ....................................... 650,578
Bank's liability on acceptances executed and outstanding ... 35,022
Other liabilities .......................................... 770,029
----------
Total liabilities .......................................... 29,611,606
==========
EQUITY CAPITAL
Common stock ............................................... 29,931
Surplus .................................................... 358,146
Undivided profits .......................................... 1,389,720
Cumulative foreign currency translation adjustments ........ 325
----------
Total equity capital ....................................... 1,778,122
----------
Total liabilities and equity capital ....................... 31,389,728
==========
</TABLE>
4
<PAGE>
<PAGE>
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
5
<PAGE>
