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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1998
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CENTURY COMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
NEW JERSEY 50 LOCUST AVENUE 06-1158179
(STATE OR OTHER JURISDICTION NEW CANAAN, CONNECTICUT 06840 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) (203) 972-2000 IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
</TABLE>
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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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM
OF SECURITIES TO BE OFFERING PRICE AGGREGATE
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1)
<S> <C> <C> <C>
Senior Debt Securities, Senior Subordinated Debt Securities
and Subordinated Debt Securities (collectively the 'Debt
Securities').............................................. $ 500,000,000(2) 100% $ 500,000,000
Class A Common Stock, par value $.01 per share.............. (3) -- --
<CAPTION>
TITLE OF EACH CLASS
OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
<S> <C>
Senior Debt Securities, Senior Subordinated Debt Securities
and Subordinated Debt Securities (collectively the 'Debt
Securities').............................................. $147,500
Class A Common Stock, par value $.01 per share.............. --
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933, as amended.
(2) If any Debt Securities are to be issued at an original issue discount, such
greater amount as shall result in an aggregate initial offering price of not
more than $500,000,000.
(3) Such presently indeterminate number of shares of Class A Common Stock as may
be issuable from time to time upon conversion of the Debt Securities being
registered hereunder.
------------------------
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. 333-24617 of the registrant that became effective on
July 15, 1997, 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 JANUARY 7, 1998
PROSPECTUS
[LOGO]
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 $577,000,000 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 , 1998.
<PAGE>
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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, 1997, the Quarterly Report on Form 10-Q
for the quarterly period ended August 31, 1997 and the Current Report on Form
8-K filed on December 10, 1997.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Debt Securities shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than certain exhibits to
such documents. Requests for such documents should be directed to Scott N.
Schneider, Chief Financial Officer, Senior Vice President and Treasurer, Century
Communications Corp., 50 Locust Avenue, New Canaan, Connecticut 06840. The
Company's telephone number is (203) 972-2000.
2
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RISK FACTORS
Before purchasing the Debt Securities, a prospective investor should
consider, among other things, the following factors. This Prospectus contains
forward-looking statements that involve risks and uncertainties. Such statements
are based on management's current expectations and are subject to a number of
factors and uncertainties which could cause the Company's performance and the
other matters discussed in the forward-looking statements to differ
significantly from that discussed in the forward-looking statements. Factors
that could cause such differences include, but are not limited to, those
discussed as risk factors below and other factors discussed elsewhere in this
Prospectus. The Company assumes no obligation to update its forward-looking
statements or to advise of changes in the assumptions and factors on which they
are based.
NET LOSSES; STOCKHOLDERS' DEFICIENCY
The Company has reported net losses of $141,875,000, $102,117,000,
$82,625,000, $24,568,000 and $61,212,000 for the fiscal years ended May 31,
1997, 1996 and 1995, and the three months ended August 31, 1997 and 1996,
respectively. The Company expects net losses to continue for the foreseeable
future, at least until such time as the operations of its cable television
systems and wireless telephone systems can generate sufficient earnings to
offset the charges, including depreciation and amortization and interest
expense, incurred in connection with such operations and its investments in
plant associated with rebuilds and extensions of its cable television systems
and expansion of the wireless telephone system infrastructure.
Reflecting net losses in prior periods, the common stockholders' deficiency
as stated on the Company's unaudited consolidated balance sheet at August 31,
1997 was $630,098,000. The Company's assets, including its cable television
franchises and wireless telephone licenses, are recorded on its balance sheet at
historical cost. The Company believes that the current fair value of such assets
is significantly in excess of their historical cost.
LEVERAGE; CAPITAL REQUIREMENTS
In recent years, the Company and its subsidiaries have incurred substantial
indebtedness in connection with the acquisition, construction and start-up
expenses of wireless telephone systems as well as the acquisition, upgrade and
extension of cable television systems. At August 31, 1997, the Company and its
subsidiaries had long-term debt (exclusive of current maturities of $14,371,000)
of $2,232,380,000, including indebtedness under five credit agreements executed
by subsidiaries of the Company and various banks (the 'Credit Agreements') and
under a note agreement executed by a subsidiary of the Company in December 1992
(the 'Note Agreement'). At August 31, 1997, Centennial Cellular Corp., the
Company's approximately 33% owned subsidiary ('Centennial Cellular'), had an
aggregate of $449,500,000 outstanding principal amount of debt securities.
The cable television and wireless telephone businesses are capital
intensive. While cash generated from operations is expected to fund an
increasing portion of the working capital requirements, capital expenditures and
debt service obligations of the Company and its subsidiaries, the Company will
require additional funds from bank borrowings and other sources. In the past,
the Company has funded the principal obligations on its long-term debt by
refinancing the principal with expanded bank lines of credit. Although to date
the Company has been able to obtain financing on satisfactory terms, there can
be no assurance that this will continue to be the case in the future. The
Company has met and believes, based on current market conditions, that it will
continue to meet its cash obligations with internally-generated cash from
operations, along with third party financing, primarily bank borrowings and the
issuance of debt securities to the public, and anticipates that its cable
television operations will continue to meet the debt service obligations under
debt instruments applicable to the cable television operations. Principal
payments are due under the Company's cable operations' and Centennial Cellular's
debt instruments beginning in the fiscal year ending May 31, 2000, except for
principal obligations of approximately $20,000,000 which are due in the fiscal
year ending May 31, 1999 by a joint venture which has cable operations, for
which such joint venture currently has adequate reserves. The Company will need
to refinance certain of such obligations on or before such time and believes,
based
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on current market conditions, that it will be able to do so. However, there can
be no assurance that the Company will be successful in any such refinancing or
that the terms of any such financing will be favorable to the Company. The
indentures for the Company's outstanding issues of publicly-held debt (the
'Indentures') impose certain restrictions on the incurrence of additional
indebtedness. See 'Restrictive Covenants; Consequences of Default' below.
For the fiscal year ended May 31, 1997 and the three months ended August
31, 1997, earnings were less than fixed charges by $188,004,000 and $29,326,000,
respectively. See 'Ratio of Earnings to Fixed Charges.' Such amount reflects
non-cash charges totaling $266,628,000 and $68,313,000, respectively, consisting
of depreciation and amortization and subsidiary preferred stock dividends.
RESTRICTIVE COVENANTS; CONSEQUENCES OF DEFAULT
The Credit Agreements limit the ability of certain subsidiaries of the
Company to incur additional indebtedness, including intercompany indebtedness,
or liens, to pay dividends to the Company and require that certain operating and
financial tests be met, including the maintenance of the ratio of earnings
before interest, depreciation and taxes (as defined in the Credit Agreements,
'EBIDT') to debt service for the Total Debt (as defined therein) of such
subsidiaries, the ratio of Total Debt to EBIDT and the ratio of EBIDT to
interest expense for the Total Debt of such subsidiaries at certain prescribed
levels. Each of these requirements is currently being met. The Note Agreement
imposes similar restrictions and requirements, including the maintenance of the
ratio of Indebtedness to Operating Cash Flow (each as defined in the Note
Agreement) at 4.50 to 1.00 and the ratio of Operating Cash Flow to Adjusted Debt
Service (each as defined in the Note Agreement) at not less than 1.35 to 1.00,
with which the Company is presently in compliance. The Indentures also contain
various covenants including, but not limited to, the following: (i) restrictions
on mergers, sales and consolidations, (ii) restrictions on dividends,
redemptions or repurchase of the Company's capital stock or the capital stock of
any of its affiliates, (iii) limitations on transactions with, or investments
in, affiliates, (iv) restrictions on the ability to make loans to, or act as
guarantor for, certain of its subsidiaries and affiliates, which presently
consist of those subsidiaries and affiliates engaged in the wireless telephone
and related businesses, and (v) the maintenance of various financial ratios. The
Company is presently in compliance with each of the foregoing; however, the
ability of the Company and its subsidiaries to comply with such provisions may
be affected by events beyond their control.
In the event of a default under the agreements pursuant to which the
outstanding debt securities of the Company and its subsidiaries are issued, the
holders of such debt or the trustee acting on their behalf could elect to
declare all of such debt securities, together with accrued interest, to be due
and payable. Under certain of such agreements, the creditors would also have
other remedies available, including foreclosure on the capital stock of the
Company's subsidiaries which is pledged to secure such debt. In addition, in the
event of a default under the Indentures, the Company would be prohibited from
making any payments on any Senior Subordinated Debt Securities or Subordinated
Debt Securities until all debt senior thereto was paid in full. There can be no
assurance that the assets of the Company would be sufficient to repay all such
senior debt and any Senior Subordinated Debt Securities and Subordinated Debt
Securities then outstanding.
Management believes that the Company is not presently at risk of
noncompliance with any of the covenants described above. However, there can be
no assurance that this will continue to be the case.
CONTROL BY CERTAIN STOCKHOLDERS
The ownership interest in the Company of Leonard Tow and certain trusts for
the benefit of members of his family (the 'Tow Trusts'), constituting
approximately 89.95% of the combined voting power of both the Class A Common
Stock and the Class B Common Stock of the Company at January 5, 1998, 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
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Company having at least a majority of the combined voting power of both classes
of Common Stock of the Company.
RECOVERY OF AUSTRALIAN INVESTMENT
Since fiscal 1994, the Company has invested, through a wholly-owned
subsidiary, approximately $149,000,000 in the Australian Pay TV industry,
including approximately $126,000,000 in East Coast Pay Television Pty Limited,
an Australian company ('ECT'). ECT has certain distribution, infrastructure
utilization and franchise agreements with Australis Media Limited ('Australis'),
another pay television company in Australia. As of the first quarter of fiscal
1998, the Company had written down $50,000,000 of its Australian investment.
Additionally, in light of recent announcements by Australis relating to
Australis' deteriorating financial condition and Australis' aborted business
combination with Foxtel (a competitive pay television provider in Australia),
ECT will write down the remaining net book value of certain of its intangible
assets during the three months ended November 30, 1997. As a result, the Company
recently determined to reflect a writedown of approximately $17,000,000 in its
consolidated financial statements relating to these intangible assets.
The Company is pursuing a strategy to sell its investments in its
Australian interests and has retained an investment banker with respect thereto.
Once the Company has developed its formal plan for disposition, including the
means to complete that plan and the period expected to be required for
completion of the disposition, the Company anticipates accounting for its
Australian operations as discontinued operations.
The Company is currently unable to predict the ultimate resolution of these
matters. At August 31, 1997, the remaining net book value of its investments in
the various aspects of the Australian pay television industry, after giving
effect to the aforementioned $50,000,000 write-down of Australian assets and the
Company's percentage of cumulative losses in respect of such investments,
aggregated approximately $18,000,000.
FOREIGN CURRENCY EXCHANGE RATE RISKS: HEDGING
The Company's monetary assets and liabilities are subject to foreign
currency exchange risk as certain equipment purchases and payments for certain
operating expenses, such as programming expenses, are denominated in currencies
other than their own functional currency. In addition, certain of the Company's
Australian subsidiaries have notes payable and notes receivable which are
denominated in a currency other than their own functional currency or
intercompany loans payable linked to the U.S. dollar.
In general, the Company does not execute hedge transactions to reduce its
exposure to foreign currency exchange rate risks. Accordingly, the Company may
experience economic loss and a negative impact on earnings with respect to its
holdings solely as a result of foreign currency exchange rate fluctuations,
which include foreign currency devaluations against the dollar. The Company may
also experience economic loss and a negative impact on earnings related to these
monetary assets and liabilities. In general, exchange rate risk to the Company's
commitments for equipment purchases and operating expenses is generally limited
due to the insignificance of the related monetary asset and liability balances;
however, exchange rate risk to the Company of these notes payable and notes
receivable and debt linked to the U.S. dollar have and will continue to impact
its reported earnings.
STOCK REPURCHASE
In October 1992, the Company's Board of Directors authorized the repurchase
of up to 2,000,000 shares of its Class A Common Stock in the open market and in
privately negotiated transactions, depending on prevailing market conditions.
During August 1997, the Company announced that its Board of Directors authorized
the repurchase in the open market and in privately negotiated transactions, from
time to time, of up to 5,000,000 additional shares of Class A Common Stock,
depending on prevailing market conditions. The Company purchased 171,500 shares
of its Class A Common Stock in the open market for a purchase price of $660,000
during the fourth quarter of fiscal 1997. During the three months ended August
31, 1997, the Company purchased 736,000 additional
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shares of Class A Common Stock in the open market for an aggregate purchase
price of $3,990,000. Subsequent to August 31, 1997, the Company purchased an
aggregate of 1,223,500 shares of Class A Common Stock in the open market for an
aggregate purchase price of $8,161,188. These shares purchased in fiscal 1997
and 1998 have been accounted for as treasury shares during the respective fiscal
years. As of January 5, 1998, the Company is authorized to repurchase 4,869,000
additional shares of Class A Common Stock after giving effect to the shares
repurchased to date.
RISK ASSOCIATED WITH YEAR 2000
The Company is currently in the process of evaluating its computer software
and data bases to determine whether modifications will be required to prevent
problems related to the Year 2000, including its billing and collection
activities. These problems, which have been widely reported in the media, could
cause malfunctions in certain software and data bases with respect to dates on
or about 2000. Most of the Company's customer related computer systems and data
bases are managed by third parties under contractual arrangements. The Company
has requested that such third parties advise the Company as to whether or not
they anticipate any difficulties for clients in addressing Year 2000 problems
and, if so, whether or not the Company would be adversely affected by any of
such problems. Until such time as its service providers respond to the Company,
the impact of Year 2000 on the Company's future operations and financial
condition cannot be assessed. The Company will continue to monitor Year 2000 and
will work with its service providers to remedy problems that arise.
REGULATION
The Telecommunications Act of 1996 (the '1996 Act') alters federal, state
and local laws and regulations regarding telecommunications providers and
services, including the cable television industry. The 1996 Act deregulates
(except for basic services) cable service rates over a three-year period.
Implementing regulations of the 1996 Act are currently being written. The effect
that the 1996 Act will have on the Company's cable television business cannot be
determined at this time.
THE COMPANY
The Company was incorporated in New Jersey on December 5, 1985 as the
holding company for a corporation of the same name incorporated in Texas on June
12, 1973 ('Century-Texas'). The Company is engaged primarily in the ownership
and operation of cable television systems and wireless telephone systems.
At August 31, 1997, the Company owned and operated 70 cable television
systems in 25 states and Puerto Rico. At that date, the Company's cable systems
passed approximately 2,252,000 homes and served a total of approximately
1,268,000 primary basic subscribers. Certain of the Company's cable systems are
owned 50% by the Company and 50% by unaffiliated entities. At August 31, 1997,
these systems passed approximately 552,000 homes and served approximately
280,000 primary basic subscribers.
On December 10, 1997, the Company and TCI Communications, Inc. ('TCI')
signed a letter of intent to form a strategic partnership that would combine
multiple cable systems in Southern California. TCI would contribute to the
partnership cable systems serving approximately 245,000 subscribers and the
Company would contribute cable systems serving approximately 500,000
subscribers. The Company would manage the newly combined markets and own
approximately 75% of the partnership while TCI would own approximately 25% of
the partnership. The Company and TCI have also agreed to the exchange of certain
of the Company's cable systems serving approximately 90,000 subscribers in
Northern California for certain of TCI's cable systems serving approximately
90,000 subscribers in Southern California (which subscribers are included in the
500,000 subscribers described above). These transactions are subject to the
approval of the Company's and TCI's Boards of Directors, the signing of
definitive agreements and to all appropriate regulatory approvals and other
consents.
The Company has an approximate 33% common stock interest and, through
ownership of a class of Common Stock which has disproportionate votes per share
(15 votes per share), an approximate 74% voting interest in Centennial Cellular
Corp. ('Centennial Cellular'). As a result, the accounts of
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Centennial Cellular are included in the consolidated financial statements of the
Company. The Company also provides management services to Centennial Cellular.
The market value of this interest, based solely on the equivalent number of
publicly-traded shares of Class A Common Stock of Centennial Cellular, was
approximately $178,727,972 on January 5, 1998. Centennial Cellular is engaged in
the ownership and operation of wireless telephone systems, primarily in four
geographic areas in the United States and Puerto Rico. Since August 1988,
Centennial Cellular has acquired cellular licenses for 29 wireless telephone
markets which it owns and manages. In addition, on March 13, 1995, Centennial
Cellular successfully bid for one of two licenses to provide personal
communications services ('PCS') in the Commonwealth of Puerto Rico and the U.S.
Virgin Islands. Centennial Cellular currently provides wireless PCS and
competitive local exchange services, and plans to provide alternative access
services, in Puerto Rico.
The Company has interests in businesses in the developing pay television
industry in Australia. The Company is pursuing a strategy to sell its Australian
investments and has retained an investment banker with respect thereto.
The Company expects to continue to consider acquisitions of or investments
in cable television systems and other communications-related properties.
Centennial Cellular expects to continue to consider acquisitions of or
investments in wireless telephone systems and other communications-related
products and services.
The Company's principal executive offices are located at 50 Locust Avenue,
New Canaan, Connecticut 06840 and its telephone number is (203) 972-2000.
RATIO OF EARNINGS TO FIXED CHARGES
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of the amount of fixed charges plus earnings before income
taxes and extraordinary items. Fixed charges consist of interest, including
amortization of debt issue costs and capitalized interest, subsidiary preferred
stock dividends, and the portion of rent deemed representative of the interest
factor. For the fiscal years ended May 31, 1993, 1994, 1995, 1996 and 1997 and
the three months ended August 31, 1997, earnings as defined were less than fixed
charges by approximately $68,553,000, $66,088,000, $114,448,000, $154,316,000,
$188,004,000 and $29,326,000, respectively. The increased deficiency of earnings
to fixed charges reflects higher levels of interest expense as a result of
increased borrowings incurred to finance acquisitions, capital expenditures,
working capital requirements, debt service and increases in non-cash
depreciation and amortization expense related to acquisitions and capital
expenditures. See 'Risk Factors -- Leverage; Capital Requirements.'
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement relating to an
offering of Debt Securities (such Debt Securities, 'Offered Debt Securities'),
the net proceeds from the sale of the Debt Securities will be used for general
corporate purposes, including the reduction of existing indebtedness under one
or more of the Credit Agreements as well as the financing of capital
expenditures and acquisitions. The Company has no current specific plans for the
net proceeds of an offering of Offered Debt Securities. Any specific allocation
of the net proceeds of an offering of Offered Debt Securities to a specific
purpose will be determined at the time of such offering and will be described in
the related Prospectus Supplement. Pending any specific application that may be
described in the Prospectus Supplement, the net proceeds will be added to
working capital and invested in short-term interest bearing obligations. Such
investments will be subject to fluctuating interest rates which may be lower
than the rates applicable to the Debt Securities.
The Company may borrow additional funds from time to time from public and
private sources on both a long-term and short-term basis to fund its future
capital and working capital requirements in excess of internally generated
funds. Certain of such borrowings may rank senior in right of payment to the
indebtedness represented by Debt Securities that are Senior Subordinated Debt
Securities or Subordinated Debt Securities. See 'Description of Debt
Securities -- Subordination.'
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PRICE RANGE OF CLASS A COMMON STOCK
The Class A Common Stock has traded on the Nasdaq System ('NASDAQ') under
the symbol CTYA since January 5, 1995. Previously, it had traded on the American
Stock Exchange. There is no established public market for the Class B Common
Stock. The table set forth below lists the high asked and the low bid prices for
the Class A Common Stock reported on NASDAQ for the calendar periods below.
<TABLE>
<CAPTION>
HIGH LOW
------ -----
<S> <C> <C>
1995
Fourth Quarter................................................................. 10.38 7.75
1996
First Quarter.................................................................. 10.13 7.50
Second Quarter................................................................. 10.13 8.25
Third Quarter.................................................................. 8.88 6.13
Fourth Quarter................................................................. 7.63 5.13
1997
First Quarter.................................................................. 6.25 3.88
Second Quarter................................................................. 7.13 3.63
Third Quarter.................................................................. 7.69 5.13
Fourth Quarter................................................................. 9.88 7.00
1998
First Quarter (through January 5).............................................. 10.00 9.38
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Offered Debt Securities offered by any Prospectus
Supplement and any variations from such general terms and provisions applicable
to the Offered Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
The Debt Securities will be general unsecured obligations of the Company.
The Senior Debt Securities will be senior to all subordinated indebtedness of
the Company, including any outstanding Senior Subordinated Debt Securities and
Subordinated Debt Securities, and pari passu with other unsecured,
unsubordinated indebtedness of the Company. The Senior Subordinated Debt
Securities will be subordinate in right of payment to any Senior Debt
Securities, including $200,000,000 aggregate principal amount of 9 3/4% Senior
Notes due 2002 issued by the Company in February 1992 (the '9 3/4% Notes'),
$150,000,000 aggregate principal amount of 9 1/2% Senior Notes due 2000 issued
by the Company in August 1992 (the '1992 Notes'), $250,000,000 aggregate
principal amount of 9 1/2% Senior Notes due 2005 issued by the Company in March
1995 (the '1995 Notes'; the 1992 Notes and the 1995 Notes are hereinafter
collectively referred to as the '9 1/2% Notes'), $250,000,000 aggregate
principal amount of 8 7/8% Senior Notes due 2007 issued by the Company in
January 1997 (the '8 7/8% Notes'), $225,000,000 aggregate principal amount of
8 3/4% Senior Notes due 2007 issued by the Company in September 1997 (the
'8 3/4% Notes'), $100,000,000 aggregate principal amount of 8 3/8% Senior Notes
due 2017 issued by the Company in November 1997 (the 'November 1997 Notes') and
$100,000,000 aggregate principal amount of 8 3/8% Senior Notes due 2007 issued
by the Company in December 1997 (the 'December 1997 Notes'; the November 1997
Notes and the December 1997 Notes are hereinafter collectively referred to as
the '8 3/8% Notes') and $444,000,000 aggregate principal amount of Senior
Discount Notes due 2003 issued by the Company in March 1993 (the 'Discount
Notes'), and to certain other debt obligations of the Company that may be
outstanding from time to time, pari passu with the senior subordinated
indebtedness of the Company that may be outstanding from time to time and senior
to certain subordinated indebtedness of the Company that may be outstanding from
time to time, including any Subordinated Debt Securities. The Subordinated Debt
Securities will be subordinate in right of payment to any Senior Debt
Securities, including the 8 3/8% Notes, the 8 3/4% Notes, 8 7/8% Notes, the
9 3/4% Notes, the 9 1/2% Notes and the Discount Notes, and Senior Subordinated
Debt Securities, and
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to certain other debt obligations of the Company that may be outstanding from
time to time and pari passu with certain other subordinated indebtedness of the
Company that may be outstanding from time to time.
On April 15, 1997, the Company redeemed the entire principal amount
outstanding ($204,000,000) of 11 7/8% Senior Subordinated Debentures due 2003
issued by the Company in October 1991 at a redemption price of 105% of the
principal amount thereof.
The principal operations of the Company are and will be conducted through
its subsidiaries. The Company's ability to service its indebtedness, including
the Debt Securities, is dependent primarily upon the receipt of funds from its
subsidiaries. The subsidiaries are separate legal entities and have no
obligation to pay any amounts due pursuant to the Debt Securities. The
provisions of the Credit Agreements limit the Company's ability to receive funds
from certain of its subsidiaries in the form of loans, advances, dividends,
management fees or otherwise to the amounts necessary to pay normal operating
expenses and Federal and state income and franchise taxes. Except to the extent
that the Company may itself be a creditor with recognized claims against its
subsidiaries, claims of creditors of such subsidiaries, including trade
creditors and the lending banks under the Credit Agreements, will have priority
with respect to the assets and earnings of such subsidiaries over the claims of
creditors of the Company, including holders of the Debt Securities, even though
such subsidiary obligations do not constitute Senior Indebtedness. The amount of
such subsidiary indebtedness as of August 31, 1997 (excluding $14,321,000 of
Australian debt and including the debt securities of Centennial Cellular which
aggregated $449,500,000 in outstanding principal amount at August 31, 1997) was
$1,111,150,000.
Senior Debt Securities are to be issued under a supplement to the
Indenture, dated as of February 15, 1992, between the Company and First Trust of
California, National Association, successor trustee to Bank of America National
Trust and Savings Association (the 'Senior Indenture'), as trustee; Senior
Subordinated Debt Securities are to be issued under a supplement to the
Indenture, dated as of October 15, 1991, between the Company and Bank of
Montreal Trust Company, as trustee (the 'Senior Subordinated Indenture'); and
Subordinated Debt Securities are to be issued under an Indenture to be executed
by the Company and State Street Bank and Trust Company, as trustee (the
'Subordinated Indenture'). In this Prospectus, the Senior Indenture, the Senior
Subordinated Indenture and the Subordinated Indenture are sometimes collectively
referred to as the 'Indentures' and the trustees thereunder are sometimes
collectively referred to as the 'Trustees' and individually as a 'Trustee.'
The terms of the Debt Securities include those stated in the Indentures and
those made part of such Indentures by reference to the Trust Indenture Act of
1939, as in effect on the date thereof (the 'Trust Indenture Act'). The Debt
Securities are subject to all such terms, and prospective purchasers of Debt
Securities are referred to the Indentures and the Trust Indenture Act for a
statement thereof. The statements under this caption relating to the general
terms and provisions of the Debt Securities and the Indentures are summaries of
the material terms thereof. Such summaries are qualified in their entirety by
express reference to the Indentures which have been filed as exhibits to the
Registration Statements of which this Prospectus is a part and must be read in
conjunction with the description of the particular terms of the Offered Debt
Securities that will be set forth in the Prospectus Supplement relating thereto.
GENERAL
The Indentures do not limit the aggregate principal amount of debentures,
notes or other evidences of indebtedness which may be issued thereunder and
provide that Debt Securities may be issued thereunder in one or more series, in
such form or forms, with such terms and up to the aggregate principal amount
authorized from time to time by the Company.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (1) the designation (including whether they are
Senior Debt Securities, Senior Subordinated Debt Securities or Subordinated Debt
Securities and whether such Debt Securities are convertible), aggregate
principal amount and authorized denominations of the Offered Debt Securities;
(2) the percentage of their principal amount at which such Offered Debt
Securities will be issued; (3) the date or dates on which the Offered Debt
Securities will mature or the method of determination thereof;
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(4) the rate or rates (which may be fixed or variable) at which the Offered Debt
Securities will bear interest, if any, or the method by which such rate or rates
shall be determined, any reset features of the rates and the date or dates from
which such interest will accrue or the method by which such date or dates shall
be determined; (5) the dates on which any such interest will be payable and the
Regular Record Dates for such Interest Payment Dates; (6) any mandatory or
optional sinking fund or purchase fund or analogous provisions; (7) if
applicable, the date after which and the price or prices at which the Offered
Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or of the Holder thereof
and the other detailed terms and provisions of such optional or mandatory
redemption; (8) if applicable, the terms and conditions upon which the Offered
Debt Securities may be convertible into Class A Common Stock, including the
initial conversion rate, the conversion period and any other provision in
addition to or in lieu of those described herein; (9) whether such Offered Debt
Securities shall be subject to defeasance and, if so, the terms thereof; (10)
any Events of Default provided with respect to the Offered Debt Securities that
are in addition to or different from those described herein; and (11) any other
terms of the Offered Debt Securities.
First Trust of California, National Association, successor trustee to Bank
of America National Trust and Savings Association, is the trustee with respect
to the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the
8 3/8% Notes and the Discount Notes which were issued under a Senior Indenture
dated as of February 15, 1992 between the Company and First Trust of California,
National Association, as successor trustee, and will rank pari passu with any
other Senior Debt Securities. The Indentures governing the 9 3/4% Notes, the
9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes and the
Discount Notes provide that the holders of the 9 3/4% Notes, the 9 1/2% Notes,
the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes and the Discount Notes,
respectively, have the right to require the Company to purchase the 9 3/4%
Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes
and the Discount Notes, as the case may be, following a transaction or
transactions which reduce below 300 the number of record holders of the Class A
Common Stock and which result in certain reductions in ratings of the 9 3/4%
Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8% Notes
and the Discount Notes, as the case may be. Unless otherwise indicated in the
Prospectus Supplement relating thereto, the holders of Offered Debt Securities
will not have a similar right or be entitled to other types of event risk
protection.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of (and premium, if any) and interest on the Offered Debt
Securities will be payable, and the Offered Debt Securities will be exchangeable
and transfers thereof will be registrable, at the Corporate Trust Office of the
Trustee, provided that, at the option of the Company, payment of any interest
may be made by check mailed to the address of the Person entitled thereto as it
appears in the Security Register.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any registration of transfer or exchange of the
Offered Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. Special federal income tax, accounting and other
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
SUBORDINATION
The payment of the principal of (and premium, if any) and interest on
Subordinated Debt Securities is expressly subordinated, to the extent and in the
manner set forth in the Subordinated Indenture, in right of payment to the prior
payment in full of all present and future Senior Indebtedness (including the
9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the 8 3/8%
Notes, the Discount Notes and any other Senior Debt Securities and any Senior
Subordinated Debt Securities then outstanding) of the Company. Senior
Indebtedness is defined in the Subordinated Indenture as: (a) the Bank
Obligations and (b) the principal of (and premium, if any) and interest on (i)
all other
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indebtedness for money borrowed by the Company, whether outstanding on the date
of the Indenture or thereafter created or incurred; (ii) all other indebtedness
for money borrowed by another Person in which the Company has an equity interest
or has the right to purchase an equity interest, which is guaranteed in whole or
in part directly or indirectly by the Company (whether such guarantee is
outstanding on the date of the Subordinated Indenture or thereafter created or
incurred); and (iii) all indebtedness constituting purchase money indebtedness
for the payment of which the Company is directly or contingently liable, whether
outstanding on the date of the Subordinated Indenture or thereafter created or
incurred; (c) any obligation of the Company to purchase or guarantee
indebtedness of, to supply funds to or invest in another Person in which the
Company has an equity interest or has the right to purchase an equity interest
(whether such obligation is outstanding on the date of the Subordinated
Indenture or is thereafter created or incurred); (d) any obligation of the
Company to any Person in respect of surety or similar bonds issued by such
Person in connection with entering into, renewing, extending or maintaining any
cable television franchise granted by a governmental authority or any
construction in respect of any cable television system by the Company or any
other Person in which the Company has an equity interest or has the right to
purchase an equity interest; (e) any obligation of the Company to compensate,
reimburse or indemnify an issuer with respect to any letter of credit issued at
the request of or for the account of the Company; (f) any obligation of the
Company under any Interest Swap Obligations or Currency Agreements (other than
any Interest Swap Obligations or Currency Agreements the payments with respect
to which correspond to payments on, or one of the events permitting the early
termination of which is expressly connected to, any indebtedness of the Company
which is expressed to be subordinate to other indebtedness of the Company or to
rank on a parity with the Subordinated Debt Securities); and (g) all renewals,
extensions or refundings of any such obligations, indebtedness and guarantees;
provided, however, that if, by the terms of the instrument creating or
evidencing any obligation, indebtedness or guarantee (referred to in clauses (a)
through (g) above), it is expressly provided that such obligation, indebtedness
or guarantee is subordinate to all indebtedness of the Company other than the
Subordinated Debt Securities or indebtedness ranking pari passu with the
Subordinated Debt Securities or is not superior in right of payment to the
Subordinated Debt Securities, such obligation, indebtedness or guarantee shall
not be included as Senior Indebtedness but shall rank pari passu with the
Subordinated Debt Securities.
The payment of the principal of (and premium, if any) and interest on
Senior Subordinated Debt Securities is expressly subordinated, to the extent and
in the manner set forth in the Senior Subordinated Indenture, in right of
payment to the prior payment in full of all present and future Senior
Indebtedness (including the 8 3/8% Notes, the 8 3/4% Notes, the 8 7/8% Notes,
the 9 3/4% Notes, the 9 1/2% Notes, the Discount Notes and any other Senior Debt
Securities then outstanding) of the Company. Senior Indebtedness is defined in
the Senior Subordinated Indenture in the same manner as in the Subordinated
Indenture; provided, however, that if, by the terms of the instrument creating
or evidencing any obligation, indebtedness or guarantee (referred to in clauses
(a) through (g) of the preceding paragraph), it is expressly provided that such
obligation, indebtedness or guarantee is 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
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Securities are entitled to receive or retain any payment thereon. Subject to the
payment in full of all Senior Indebtedness, the holders of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities will be
subrogated to the rights of the holders of Senior Indebtedness (as respectively
defined in the Senior Subordinated Indenture and the Subordinated Indenture) to
receive payments or distributions of assets of the Company applicable to Senior
Indebtedness until the Senior Subordinated Debt Securities or Subordinated Debt
Securities are paid in full.
Upon any default by the Company in the payment of all or any portion of the
principal of (or premium, if any) or interest on Senior Indebtedness (as defined
in the Senior Subordinated Indenture or Subordinated Indenture, as applicable)
and provided the Trustee has received written notice thereof, when the same
becomes due, no payment may be made on or in respect of the Senior Subordinated
Debt Securities or the Subordinated Debt Securities until such default has been
cured or waived or the benefits of this provision have been waived by or on
behalf of the holders of such Senior Indebtedness.
CONVERSION RIGHTS
The Prospectus Supplement will provide whether the Offered Debt Securities
will be convertible and, if so, the initial conversion price or conversion rate
at which such convertible Debt Securities will be convertible into Class A
Common Stock. The holder of any convertible Debt Security will have the right
exercisable at any time during the time period specified in the Prospectus
Supplement, unless previously redeemed by the Company, to convert such Debt
Security at the principal amount thereof (or, if such Debt Security is an
Original Issue Discount Security, such portion of the principal amount thereof
as is specified in the terms of such Debt Security) into shares of Class A
Common Stock at the conversion price or conversion rate set forth in the
Prospectus Supplement, subject to adjustment as described below. The holder of a
convertible Debt Security may convert a portion thereof which is $1,000 or any
integral multiple of $1,000. In the case of Debt Securities called for
redemption, conversion rights will expire at the close of business on the date
fixed for the redemption as may be specified in the Prospectus Supplement,
except that in the case of redemption at the option of the holder, if
applicable, such right will terminate upon receipt of written notice of the
exercise of such option.
In certain events, the conversion rate will be subject to adjustment as set
forth in the Indentures. Such events include the issuance of shares of any class
of capital stock of the Company as a dividend on the Class A Common Stock into
which the Debt Securities of such series are convertible; subdivisions,
combinations and reclassifications of the Class A Common Stock into which Debt
Securities of such series are convertible; the issuance to all holders of Class
A Common Stock into which Debt Securities of such series are convertible of
rights or warrants entitling the holders (for a period not exceeding 45 days) to
subscribe for or purchase shares of Class A Common Stock at a price per share
less than the current market price per share of Class A Common Stock (as defined
in the Indentures); and the distribution to all holders of Class A Common Stock
of evidences of indebtedness of the Company or of assets (excluding cash
dividends paid from retained earnings and dividends payable in Class A Common
Stock for which adjustment is made as referred to above) or subscription rights
or warrants (other than those referred to above). No adjustment of the
conversion price or conversion rate will be required unless an adjustment would
require a cumulative increase or decrease of at least 1% in such price or rate.
Fractional shares of Class A Common Stock will not be issued upon conversion,
but, in lieu thereof, the Company will pay a cash adjustment. Convertible Debt
Securities surrendered for conversion between the record date for an interest
payment, if any, and the interest payment date (except convertible Debt
Securities called for redemption on a redemption date during such period) must
be accompanied by payment of an amount equal to the interest thereon which the
registered holder is to receive.
DEFAULT, NOTICE AND WAIVER
The following are Events of Default under the Indentures with respect to
Debt Securities of any series issued thereunder: (i) default in the payment of
interest on any Debt Security of that series when due continued for 30 days
(whether or not such payment is prohibited by the subordination provisions of
the Indenture); (ii) default in the payment of the principal of (or premium, if
any) on any Debt
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Security of that series at its Maturity (whether or not payment is prohibited by
the subordination provisions of the Indenture); (iii) default in the deposit of
any sinking fund payment or analogous obligation, when and as due by the terms
of any Debt Security of that series (whether or not payment is prohibited by the
subordination provisions of the Indenture); (iv) default in the performance, or
breach, of any other covenant or warranty of the Company in the Indenture or any
Debt Security of that series (other than a covenant included in the Indenture
solely for the benefit of Debt Securities other than that series), continued for
90 days after written notice from the Trustee or the holders of 25% or more in
principal amount of the Debt Securities of such series outstanding; (v) certain
events of bankruptcy, insolvency or reorganization; and (vi) any other event of
default provided with respect to Debt Securities of that series. If an Event of
Default provided with respect to Debt Securities of any series at the time
outstanding shall occur and be continuing, the Trustee or the holders of not
less than 25% in principal amount of outstanding Debt Securities of that series
may declare the unpaid principal balance to be immediately due and payable.
However, any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or decree based on
such acceleration has been obtained, the Holders of a majority in principal
amount of Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration. For information as to waiver
of defaults, see 'Modification and Waiver.'
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provision relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Company must file annually with each Trustee an Officers' Certificate
stating whether or not the Company is in default in the performance and
observance of any of the terms, provisions and conditions of the respective
Indenture and, if so, specifying the nature and status of the default.
Each Indenture provides that the Trustee, within 90 days after the
occurrence of a default, will give to holders of Debt Securities of any series
notice of all defaults with respect to such series known to it, unless such
default shall have been cured or waived; but, except in the case of a default in
the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or in the payment of any sinking fund or analogous
obligation installment with respect to Debt Securities of such series, the
Trustee shall be protected in withholding such notice if the board of directors
or such committee of directors as designated in such Indenture or Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of such holders.
Each Indenture contains a provision entitling the Trustee to be indemnified
by holders of Debt Securities before proceeding to exercise any right or power
under such Indenture at the request of any such holders. Each Indenture provides
that the holders of a majority in principal amount of the outstanding Debt
Securities of any series may, subject to certain exceptions, direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred upon the Trustee with respect
to Debt Securities of such series. The right of a holder to institute a
proceeding with respect to each Indenture is subject to certain conditions
precedent including notice and indemnity to the Trustee, but the holder has an
absolute right to receipt of principal and interest when due and to institute
suit for the enforcement thereof.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the Company, without the consent of any Holder of Outstanding
Debt Securities, may consolidate with or merge into any other Person, or convey,
transfer or lease its assets substantially as an entirety to, any Person,
provided that (i) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer or
lease the assets of the Company substantially as an entirety is organized under
the laws of any United States jurisdiction and assumes the Company's obligations
on the Debt Securities and under the Indenture, (ii) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing, and (iii) certain other conditions are met.
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MODIFICATION AND WAIVER
Modification and amendments of the Indentures may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Outstanding Debt Securities of each series affected thereby;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby: (a)
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Debt Security; (b) reduce the principal amount of, or any
premium or interest on, any Debt Security; (c) reduce the amount of principal of
an Original Issue Discount Security payable upon acceleration of the Maturity
thereof; (d) adversely affect any right of repayment at the option of the Holder
of any Security, or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation; (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security; or (f) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults.
Without the consent of any Holder of Outstanding Debt Securities, the
Company may amend or supplement the Indentures and each series of Debt
Securities to cure any ambiguity or inconsistency or to provide for Debt
Securities in bearer form in addition to or in place of registered Debt
Securities or to make any other provisions that do not adversely affect the
rights of any Holder of Outstanding Debt Securities.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the Holders of all Debt Securities of
that series, waive any past default under the Indenture with respect to that
series, except a default in the payment of the principal of (or premium, if any)
or interest on any Debt Security of that series or in respect of a provision
which under such Indenture cannot be modified or amended without the consent of
the Holder of each Outstanding Debt Security of that series affected.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE
Each Indenture may be discharged upon payment of the principal of (and
premium, if any) and interest, if any, on all the Debt Securities and all other
sums due thereunder. In addition, the Indentures provide that if, at any time
after the date thereof, the Company, if so permitted with respect to Debt
Securities of a particular series, shall deposit with the Trustee, in trust for
the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) U.S.
Government Obligations as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay all sums due for
the principal of (and premium, if any) and interest, if any, on the Debt
Securities of such series, as they shall become due from time to time, and
certain other conditions are met, the Trustee shall cancel and satisfy such
Indenture with respect to such series to the extent provided therein. The
Prospectus Supplement describing the Debt Securities of such series will more
fully describe the provisions, if any, relating to such cancellation and
satisfaction of the Indenture with respect to such series.
TRUSTEES
First Trust of California, National Association, successor trustee to Bank
of America National Trust and Savings Association, is the trustee with respect
to the 9 3/4% Notes, the 9 1/2% Notes, the 8 7/8% Notes, the 8 3/4% Notes, the
8 3/8% Notes and the Discount Notes which were issued under the Senior Indenture
and will rank pari passu with any other Senior Debt Securities. The Trustees may
perform certain services for and transact other banking business with the
Company from time to time in the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized Capital Stock consists of 400,000,000 shares of
Class A Common Stock, 300,000,000 shares of Class B Common Stock, par value $.01
per share (the 'Class B Common Stock' and, together with the Class A Common
Stock, the 'Common Stock'), and 100,000,000 shares of preferred stock, par value
$.01 per share (the 'Preferred Stock'). As of January 5, 1998, 30,179,118
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shares of Class A Common Stock were issued and outstanding (excluding treasury
shares) and 44,126,115 shares of Class B Common Stock were issued and
outstanding. At such date, 42,297,059 shares of Class B Common Stock were owned
by Leonard Tow, Chairman of the Board and Chief Executive Officer of the
Company, and the Tow Trusts. No shares of Preferred Stock are outstanding and
there is no agreement or understanding that would require the issuance of any
series of such stock.
COMMON STOCK
DIVIDENDS
The Company has never paid a cash dividend on its Common Stock. The Company
is currently restricted from paying cash dividends by certain of its debt
instruments. Its ability to do so is further limited by provisions of credit
agreements entered into by certain of its subsidiaries that limit the amount of
cash that may be upstreamed to the Company.
If all cumulative dividends shall have been paid as declared or set apart
for payment upon shares of Preferred Stock then outstanding, if any, holders of
shares of Class A Common Stock and Class B Common Stock are entitled to receive
such dividends as may be declared by the Company's Board of Directors out of
funds legally available for such purpose. No dividend may be declared or paid in
cash or property on any share of Class B Common Stock, however, unless
simultaneously the same dividend is paid on each share of Class A Common Stock.
Dividends can be declared and paid on shares of Class A Common Stock without
being declared and paid on the shares of Class B Common Stock. In the case of
any stock dividend, holders of Class A Common Stock are entitled to receive the
same percentage dividend (payable in shares of Class A Common Stock) as the
holders of Class B Common Stock receive (payable in shares of Class B Common
Stock).
VOTING RIGHTS
Holders of shares of Class A Common Stock and Class B Common Stock vote as
a single class on all matters submitted to a vote of the stockholders, with each
share of Class A Common Stock entitled to one vote and each share of Class B
Common Stock entitled to ten votes except (i) for the election of directors and
(ii) as otherwise required by law. Under New Jersey law, the affirmative vote of
the holders of a majority of the outstanding shares of Class A Common Stock is
required to approve, among other matters, an amendment of the certificate of
incorporation if the rights or preferences of such holders would be subordinated
or otherwise adversely affected thereby. In the election of directors, the
holders of Class A Common Stock, voting as a separate class, are entitled to
elect one director. The holders of Class A Common Stock and Class B Common
Stock, voting as a single class with each share of Class A Common Stock entitled
to one vote and each share of Class B Common Stock entitled to ten votes, are
entitled to elect the remaining directors. Holders of Class A Common Stock and
Class B Common Stock are not entitled to cumulative voting in the election of
directors. The ownership interest in the Company of Leonard Tow and the Tow
Trusts, constituting approximately 89.95% of the combined voting power of both
classes of Common Stock at January 5, 1998, 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,
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reclassified, or otherwise changed unless concurrently the other class of shares
is subdivided, consolidated, reclassified, or otherwise changed in the same
proportion and in the same manner.
PREFERRED STOCK
The 100,000,000 shares of authorized and unissued Preferred Stock may be
issued with such designations, voting powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
and restrictions of such rights, as the Company's Board of Directors may
authorize, including but not limited to: (i) the distinctive designation of each
series and the number of shares that will constitute such series; (ii) the
voting rights, if any, of shares of such series; (iii) the dividend rate on the
shares of such series, any restriction, limitation or condition upon the payment
of such dividends, whether dividends shall be cumulative and the dates on which
dividends are payable; (iv) the prices at which, and the terms and conditions on
which, the shares of such series may be redeemed, if such shares are redeemable;
(v) the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of such series; (vi) any preferential amount payable upon
shares of such series in the event of the liquidation, dissolution or winding-up
of the Company or the distribution of its assets; and (vii) the prices or rates
of conversion at which, and the terms and conditions on which, the shares of
such series may be converted into other securities, if such shares are
convertible.
TRANSFER AGENT
The Transfer Agent and Registrar for the Class A Common Stock is
ChaseMellon Shareholder Services L.L.C., Ridgefield Park, New Jersey.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities on a negotiated or competitive
bid basis to or through underwriters or dealers, and also may sell Offered Debt
Securities directly to other purchasers or through agents. The Prospectus
Supplement relating to an Offering of Debt Securities will describe the method
of distribution of the Offered Debt Securities.
The distribution of the Offered Debt Securities may be effected from time
to time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
If underwriters are used in the offering of Offered Debt Securities, the
names of the managing underwriter or underwriters and any other underwriters,
and the terms of the transaction, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement relating to such
offering. Only underwriters named in a Prospectus Supplement will be deemed to
be underwriters in connection with the Offered Debt Securities described
therein. Firms not so named will have no direct or indirect participation in the
underwriting of such Offered Debt Securities, although such a firm may
participate in the distribution of such Offered Debt Securities under
circumstances entitling it to a dealer's commission. It is anticipated that any
underwriting agreement pertaining to any Offered Debt Securities will (1)
entitle the underwriters to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933 or to
contribution for payments which the underwriters may be required to make in
respect thereof, (2) provide that the obligations of the underwriters will be
subject to certain conditions precedent, and (3) provide that the underwriters
generally will be obligated to purchase all Offered Debt Securities if any are
purchased.
In connection with the offerings of the Offered Debt Securities, certain
persons participating in such offerings may engage in transactions that
stabilize, maintain or otherwise affect the price of the Offered Debt
Securities. Specifically, the underwriters may bid for and purchase the Offered
Debt Securities in the open market to stabilize the price of the Offered Debt
Securities. The underwriters may also over-allot the offerings of Offered Debt
Securities, creating a syndicate short position, and may bid for and purchase
the Offered Debt Securities in the open market to cover the syndicate short
position. In addition, the underwriters may bid for and purchase the Offered
Debt Securities in market making transactions and impose penalty bids. These
activities may stabilize or maintain the market
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prices of the Offered Debt Securities above market levels that may otherwise
prevail. The underwriters are not required to engage in these activities and, if
commenced, may end these activities at any time.
The Company also may sell Offered Debt Securities to a dealer as principal.
In such event, the dealer may then resell such Offered Debt Securities to the
public at varying prices to be determined by such dealer at the time of resale.
The name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
Offered Debt Securities also may be offered through agents designated by
the Company from time to time. Any such agent will be named, and the terms of
any such agency will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in such Prospectus Supplement, any such
agent will act on a best efforts basis for the period of its appointment.
Dealers and agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Offered Debt
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutional investors to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future.
Institutional investors with whom such contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of the Company.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. Agents and underwriters
will not have any responsibility in respect of the validity of such contracts or
the performance of the Company or such institutional investors thereunder.
The anticipated place and time of delivery for the Offered Debt Securities
will be set forth in the Prospectus Supplement relating to the offering thereof.
LEGAL MATTERS
The legality of the Debt Securities offered will be passed upon for the
Company by Leavy Rosensweig & Hyman, New York, New York. David Z. Rosensweig, a
partner in the firm of Leavy Rosensweig & Hyman, is the Secretary and a director
of the Company. Certain legal matters concerning the offering of the Debt
Securities will be passed upon for the Company by its securities counsel,
Whitman Breed Abbott & Morgan LLP, New York, New York. Certain legal matters
will be passed upon for the underwriters by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), New York, New York.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from Century
Communications Corp.'s Annual Report on Form 10-K for the fiscal year ended May
31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering of the Debt
Securities, other than underwriting discounts and commissions, are as follows:
<TABLE>
<S> <C>
SEC registration fee.............................................................. $147,500
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................................................................... $406,250
--------
--------
</TABLE>
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* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14A:3-5 of the New Jersey Business Corporation Act provides the
following with respect to the indemnification of directors, officers and
employees:
(1) As used in this section,
(a) 'Corporate agent' means any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any other enterprise, serving as
such at the request of the indemnifying corporation, or of any such
constituent corporation, or the legal representative of any such
director, officer, trustee, employee or agent;
(b) 'Other enterprise' means any domestic or foreign corporation,
other than the indemnifying corporation, and any partnership, joint
venture, sole proprietorship, trust, or other enterprise, whether or not
for profit, served by a corporate agent;
(c) 'Expenses' means reasonable costs, disbursements and counsel
fees;
(d) 'Liabilities' means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;
(e) 'Proceeding' means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and
any appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding; and
(f) References to 'other enterprises' include employee benefit
plans; references to 'fines' include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to
'serving at the request of the indemnifying corporation' include any
service as a corporate agent which imposes duties on, or involves
services by, the corporate agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner 'not opposed to the best
interests of the corporation' as referred to in this section.
(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate
agent against his expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his being or having
been such a corporate agent, other than a proceeding by or in the right of
the corporation, if
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(a) such corporate agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; and
(b) with respect to any criminal proceeding, such corporate agent
had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that such corporate agent did not meet the
applicable standards of conduct set forth in paragraphs 14A:3-5(2)(a)
and 14A:3-5(2)(b).
(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate
agent against his expenses in connection with any proceeding by or in the
right of the corporation to procure a judgment in its favor which involves
the corporate agent by reason of his being or having been such corporate
agent, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation. However, in
such proceeding no indemnification shall be provided in respect of any
claim, issue or matter as to which such corporate agent shall have been
adjudged to be liable to the corporation, unless and only to the extent
that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of
liability, but in view of all circumstances of the case, such corporate
agent is fairly and reasonably entitled to indemnity for such expenses as
the Superior Court or such other court shall deem proper.
(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against
expenses to the extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to in subsections 14A:3-5(2)
and 14A:3-5(3) or in defense of any claim, issue or matter therein.
(5) Any indemnification under subsection 14A:3-5(2) and, unless
ordered by a court, under subsection 14A:3-5(3), may be made by the
corporation only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent
met the applicable standard of conduct set forth in subsection 14A:3-5(2)
or subsection 14A:3-5(3). Unless otherwise provided in the certificate of
incorporation or bylaws, such determination shall be made
(a) by the board of directors or a committee thereof, acting by a
majority vote of a quorum consisting of directors who were not parties
to or otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and
such quorum of the board of directors or committee by a majority vote of
the disinterested directors so directs, by independent legal counsel, in
a written opinion, such counsel to be designated by the board of
directors; or
(c) by the shareholders if the certificate of incorporation or
by-laws or a resolution of the board of directors or of the shareholders
so directs.
(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final
disposition of the proceeding as authorized by the board of directors upon
receipt of an undertaking by or on behalf of the corporate agent to repay
such amount if it shall ultimately be determined that he is not entitled to
be indemnified as provided in this section.
(7) (a) If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and
14A:3-5(6), a corporate agent may apply to a court for an award of
indemnification by the corporation, and such court
(i) may award indemnification to the extent authorized under
subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification to
the extent required under subsection 14A:3-5(4), notwithstanding any
contrary determination which may have been made under subsection
14A:3-5(5); and
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(ii) may allow reasonable expenses to the extent authorized by, and
subject to the provisions of, subsection 14A:3-5(6), if the court shall
find that the corporate agent has by his pleadings or during the course
of the proceeding raised genuine issues of fact or law.
(b) Application for such indemnification may be made
(i) in the civil action in which the expenses were or are to be
incurred or other amounts were or are to be paid; or
(ii) to the Superior Court in a separate proceeding. If the
application is for indemnification arising out of a civil action, it
shall set forth reasonable cause for the failure to make application for
such relief in the action or proceeding in which the expenses were or
are to be incurred or other amounts were or are to be paid.
The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and
form as may be required by the applicable rules of court or, in the
absence thereof, by direction of the court to which it is made. Such
application shall be upon notice to the corporation. The court may also
direct that notice shall be given at the expense of the corporation to
the shareholders and such other persons as it may designate in such
manner as it may require.
(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation,
to which a corporate agent may be entitled under a certificate of
incorporation, by-law, agreement, vote of shareholders, or otherwise;
provided that no indemnification shall be made to or on behalf of a
corporate agent if a judgment or other final adjudication adverse to the
corporate agent establishes that his acts or omissions (a) were in breach
of his duty of loyalty to the corporation or its shareholders, as defined
in subsection (3) of N.J.S.14A:2-7, (b) were not in good faith or involved
a knowing violation of law or (c) resulted in receipt by the corporate
agent of an improper personal benefit.
(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his
being or having been a corporate agent, whether or not the corporation
would have the power to indemnify him against such expenses and liabilities
under the provisions of this section. The corporation may purchase such
insurance from, or such insurance may be reinsured in whole or in part by,
an insurer owned by or otherwise affiliated with the corporation, whether
or not such insurer does business with other insureds.
(10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise of such
powers.
(11) Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and
none shall be ordered by a court, if such action would be inconsistent with
a provision of the certificate of incorporation, a bylaw, a resolution of
the board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause
of action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled.
(12) This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when
the corporate agent has not been made a party to the proceeding.
Paragraph (2) of Article Eighth of the Certificate of Incorporation of the
Company provides, in pertinent part, as follows:
The Corporation shall, to the fullest extent permitted by Section
14A:3-5 of the Business Corporation Act, as the same may be amended and
supplemented, indemnify any and all corporate
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agents whom it shall have the power to indemnify under said Section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said Section, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise and shall continue as to a person who has ceased
to be a corporate agent and shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such a corporate
agent. The term 'corporate agent' as used herein shall have the meaning
attributed to it by Sections 14A:3-5 and 14A:5-21 of the Business
Corporation Act and by any other applicable provision of law.
Section 6.1 of the By-laws of the Company provides, in pertinent part, as
follows:
The Corporation shall, to the full extent permitted by applicable law,
indemnify any person (and the heirs, executors and administrators of such
person) who, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or of a constituent corporation
absorbed by the Corporation in a consolidation or merger or is or was
serving at the request of the Corporation or such constituent corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, was or is a party or
is threatened to be made a party to:
(a) any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with any such action, suit or proceeding, or
(b) any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit.
Any indemnification by the Corporation pursuant hereto shall be made
only in the manner and to the extent authorized by applicable law, and any
such indemnification shall not be deemed exclusive of any other rights to
which those seeking indemnification may otherwise be entitled.
Section 6.5 of the By-laws of the Company provides, in pertinent part, as
follows:
The Corporation may purchase and maintain insurance to protect itself
and any person who is, or may become an officer, director, employee, agent,
attorney, trustee or representative (any of the foregoing being referred to
as a 'Representative') of the Corporation against any expenses, liability
or loss asserted against him or her or incurred by him or her in connection
with any Proceeding in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to
indemnify him or her against such expense, liability or loss under the
provisions of this By-law or otherwise. The Corporation may enter into
contracts with any Representative of the Corporation, or any person serving
as such at the request of the Corporation for another corporation or
entity, in furtherance of the provisions of this By-law.
Section 6 of the Underwriting Agreement Basic Provisions, which constitutes
Exhibit 1 to the Registration Statements and is incorporated herein by
reference, provides for indemnification, under certain circumstances, of the
Company, certain of its directors and officers and persons who control the
Company against certain liabilities in connection with this offering, including
liabilities under the Securities Act.
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ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
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.'D'
12 -- Computation of Ratios of Earnings to Fixed Charges.'D'
23.1 -- Consent of Deloitte & Touche LLP.'D'
23.2 -- Consent of Leavy Rosensweig & Hyman (included in Exhibit 5 of the Registration Statement).'D'
24 -- Power of Attorney (included in Part II of the Registration Statement).'D'
25.1 -- Statement of Eligibility and Qualification of Trustee under the Senior Indenture, on Form
T-1.'D'
25.2 -- Statement of Eligibility and Qualification of Trustee under the Senior Subordinated Indenture,
on Form T-1.'D'
25.3 -- Statement of Eligibility and Qualification of Trustee under the Subordinated Indenture, on
Form T-1.'D'
</TABLE>
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'D' Filed herewith
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section l0(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act
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of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling persons in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this 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 7th day of
January, 1998.
CENTURY COMMUNICATIONS CORP.
By /S/ BERNARD P. GALLAGHER
...................................
BERNARD P. GALLAGHER,
PRESIDENT AND
CHIEF OPERATING OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Leonard Tow, Bernard P. Gallagher, Scott
N. Schneider and David Z. Rosenweig, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in fact and
agents, or any of them, or their substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons, in the
capacities indicated, on January 7th, 1998.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
/S/ LEONARD TOW Chairman of the Board, Chief Executive Officer and Director
......................................... (principal executive officer)
LEONARD TOW
/S/ SCOTT N. SCHNEIDER Chief Financial Officer, Senior Vice President, Treasurer and
......................................... Director (principal accounting officer)
SCOTT N. SCHNEIDER
/S/ BERNARD P. GALLAGHER President, Chief Operating Officer and Director
.........................................
BERNARD P. GALLAGHER
/S/ WILLIAM M. KRAUS Director
.........................................
WILLIAM M. KRAUS
/S/ DAVID Z. ROSENSWEIG Director
.........................................
DAVID Z. ROSENSWEIG
/S/ MICHAEL G. HARRIS Director
.........................................
MICHAEL G. HARRIS
/S/ DANIEL E. GOLD Director
.........................................
DANIEL E. GOLD
</TABLE>
II-7
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
/S/ CLAIRE TOW Director
.........................................
CLAIRE TOW
/S/ DAVID ROSS MILLER Director
.........................................
DAVID ROSS MILLER
/S/ JOHN P. COLE, JR. Director
.........................................
JOHN P. COLE, JR.
</TABLE>
II-8
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as...................... 'D'
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- ------ ------------------------------------------------------------------------------------------------- -------
<C> <S> <C>
1 -- Form of Underwriting Agreement Basic Provisions, with form of Terms Agreement attached
(incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form S-3
(Reg. No. 33-33787))...........................................................................
4.1 -- Senior Indenture between the Registrant and First Trust of California National Association,
successor trustee to Bank of America National Trust and Savings Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
S-3 (Reg. No. 33-47386)).......................................................................
4.2 -- Senior Subordinated Indenture between the Registrant and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K
for which the date of report is October 17, 1991)..............................................
4.3 -- Form of Subordinated Indenture between the Registrant and State Street Bank and Trust Company,
as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement
on Form S-3 (Reg. No. 33-43639))...............................................................
5 -- Opinion of Leavy Rosensweig & Hyman'D'........................................................
12 -- Computation of Ratios of Earnings to Fixed Charges'D'.........................................
23.1 -- Consent of Deloitte & Touche LLP'D'...........................................................
23.2 -- Consent of Leavy Rosensweig & Hyman (included in Exhibit 5 of the Registration
Statement)'D'..................................................................................
24 -- Power of Attorney (included in Part II of the Registration Statement)'D'......................
25.1 -- Statement of Eligibility and Qualification of Trustee under the Senior Indenture, on Form
T-1'D'.........................................................................................
25.2 -- Statement of Eligibility and Qualification of Trustee under the Senior Subordinated Indenture,
on Form T-1'D'.................................................................................
25.3 -- Statement of Eligibility and Qualification of Trustee under the Subordinated Indenture, on
Form T-1'D'....................................................................................
</TABLE>
- ------------
'D' Filed herewith
<PAGE>
<PAGE>
EXHIBIT 5
[LEAVY ROSENSWEIG & HYMAN LETTERHEAD]
January 7, 1998
Century Communications Corp.
50 Locust Avenue
New Canaan, CT 06840
Dear Sirs:
We refer 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 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.
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')
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.
<PAGE>
<PAGE>
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,
/S/ LEAVY ROSENSWEIG & HYMAN
Leavy Rosensweig & Hyman
2
<PAGE>
<PAGE>
Exhibit 12
Computation of Ratio of Earnings to Fixed Charges (amounts in thousands)
<TABLE>
<CAPTION>
Three
Months
Year Ended May 31, Ended
----------------------------------------------------- August 31,
1993 1994 1995 1996 1997 1997
-------- -------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Loss before income tax benefit, minority interest and
extraordinary item $(62,670) $(60,250) $(110,029) $(144,860) $(180,402) $(28,067)
-------- -------- --------- --------- --------- ------------
Fixed Charges:
Interest, including amortization of debt issuance
costs 113,866 124,105 141,684 172,390 200,914 52,296
Interest capitalized -- -- -- 5,200 2,752 --
Interest portion of rent expense 1,638 1,843 2,135 3,001 4,101 1,025
Preferred stock dividends on subsidiary preferred
stock 5,883 5,838 4,419 4,256 4,850 1,259
-------- -------- --------- --------- --------- ---------
Total fixed charges 121,387 131,786 148,238 184,847 212,617 54,580
-------- -------- --------- --------- --------- ---------
-------- -------- --------- --------- --------- ---------
Adjustments to fixed charges, as defined:
Capitalized interest -- -- -- (5,200) (2,752) --
Preferred stock dividends on subsidiary preferred stock (5,883) (5,838) (4,419) (4,256) (4,850) (1,259)
-------- -------- --------- --------- --------- ----------
Total adjustments to fixed charges (5,883) (5,838) (4,419) (9,456) (7,602) (1,259)
-------- -------- --------- --------- --------- ----------
Earnings, as defined $ 52,834 $ 65,698 $ 33,790 $ 30,531 $ 24,613 25,254
-------- -------- --------- --------- --------- ----------
-------- -------- --------- --------- --------- ----------
Ratio of earnings to fixed charges (1) -- -- -- -- -- --
-------- -------- --------- --------- --------- ----------
-------- -------- --------- --------- --------- ----------
Amount by which earnings are less than fixed charges (68,553) (66,088) (114,448) (154,316) (188,004) (29,326)
-------- -------- --------- --------- --------- ---------
-------- -------- --------- --------- --------- ---------
</TABLE>
(1) The ratio of earnings to fixed charges is less than one-to-one and,
therefore, earnings are inadequate to cover fixed charges.
<PAGE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Century Communications Corp. on Form S-3 of our report dated August 4, 1997,
appearing in the Annual Report on Form 10-K of Century Communications Corp. and
subsidiaries for the fiscal year ended May 31, 1997, 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
January 7, 1998
<PAGE>
<PAGE>
EXHIBIT 25.1
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
<TABLE>
<S> <C>
UNITED STATES 94-3160100
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>
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)
<TABLE>
<S> <C>
NEW JERSEY 06-1158179
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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
Exhibit 7 -- Report of Condition of First Trust of California,
National Association, as of the close of business on
September 30, 1997 published pursuant to law or the
requirements of its supervising or examining authority.
2
<PAGE>
<PAGE>
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 7th day
of January, 1998.
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION
By: /S/ ROBERT SCHNEIDER
.................................
ROBERT SCHNEIDER
ASSISTANT VICE PRESIDENT
Attest: /S/ TAMARA MAWN
.............................
TAMARA MAWN
VICE PRESIDENT
3
<PAGE>
<PAGE>
EXHIBIT 6
CONSENT
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:
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION
By /S/ ROBERT SCHNEIDER
..................................
ROBERT SCHNEIDER
ASSISTANT VICE PRESIDENT
<PAGE>
<PAGE>
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
($000'S)
--------
<S> <C>
ASSETS
Cash and balances due from depository institutions.................................................... 47,286
Federal Reserve stock................................................................................. 5,071
Fixed assets.......................................................................................... 725
Intangible assets..................................................................................... 76,018
Other assets.......................................................................................... 7,991
--------
Total assets..................................................................................... 137,091
--------
LIABILITIES
Other liabilities..................................................................................... 8,860
--------
Total liabilities................................................................................ 8,860
--------
EQUITY
Common and Preferred Stock............................................................................ 1,000
Surplus............................................................................................... 126,260
Undivided profits and capital reserve................................................................. 968
Net unrealized holding gains (losses) on available-for-sale securities................................ 3
--------
Total equity capital............................................................................. 128,231
--------
Total liabilities and equity capital........................................................ 137,091
--------
--------
</TABLE>
- ------------
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
By: /S/ ROBERT SCHNEIDER
.................................
ROBERT SCHNEIDER
ASSISTANT VICE PRESIDENT
2
<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.)
88 Pine Street/Wall Street Plaza
New York, New York 10005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Mark F. McLaughlin
Bank of Montreal Trust Company
88 Pine Street/Wall Street Plaza
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)
--------------------------------------
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 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
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>
ASSETS
<S> <C>
Due From Banks $ 594,897
-----------
Investment Securities:
State & Municipal 17,099,800
Other 100
-----------
TOTAL SECURITIES 17,099,900
Loans and Advances
Federal Funds Sold 2,000,000
Overdrafts 17,218
-----------
TOTAL LOANS AND ADVANCES 2,017,218
-----------
Investment in Harris Trust, NY 8,036,150
Premises and Equipment 122,818
Other Assets 2,721,789
-----------
10,880,757
-----------
TOTAL ASSETS $30,592,772
===========
$31,928,057
LIABILITIES
Trust Deposits $ 6,408,362
Other Liabilities 659,021
-----------
TOTAL LIABILITIES 7,067,383
-----------
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and
Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 18,298,208
Equity - Municipal Gain/Loss 4,993
-----------
TOTAL CAPITAL ACCOUNTS 23,525,389
-----------
TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $30,592,772
===========
</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
June 30, 1997
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declared 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>
EXHIBIT 25.3
________________________________________________________________________________
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)
<TABLE>
<S> <C>
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)
</TABLE>
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)
<TABLE>
<S> <C>
NEW JERSEY 06-1158179
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
CENTURY COMMUNICATIONS CORP.
1250 LOCUST AVENUE
NEW CANNAAN, 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.
5. A copy of each indenture referred to in Item 4. if the obligor is in
default.
Not applicable.
<PAGE>
<PAGE>
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 6th day of January, 1998:
STATE STREET BANK AND TRUST COMPANY
/S/ HENRY W. SEEMORE
By: .................................
HENRY W. SEEMORE
ASSISTANT VICE PRESIDENT
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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 Centrury
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
/S/ HENRY W. SEEMORE
By: .................................
HENRY W. SEEMORE
ASSISTANT VICE PRESIDENT
Dated: January 6, 1998
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EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company,
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 June 30, 1997, 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 DOLLARS
--------------------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..................................... 1,842,337
Interest-bearing balances.............................................................. 8,771,397
Securities.................................................................................. 10,596,119
Federal funds sold and securities purchased under agreements to resell in domestic offices
of the bank and its Edge subsidiary....................................................... 5,953,036
Loans and lease financing receivables:
Loans and leases, net of unearned income............................................... 5,769,090
Allowance for loan and lease losses.................................................... 74,031
Allocated transfer risk reserve........................................................ 0
Loans and leases, net of unearned income and allowances................................ 5,695,059
Assets held in trading accounts............................................................. 916,608
Premises and fixed assets................................................................... 374,999
Other real estate owned..................................................................... 755
Investments in unconsolidated subsidiaries.................................................. 28,992
Customers' liability to this bank on acceptances outstanding................................ 99,209
Intangible assets........................................................................... 229,412
Other assets................................................................................ 1,589,526
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Total assets........................................................................... 36,097,449
--------------------
--------------------
LIABILITIES
Deposits:
In domestic offices.................................................................... 11,082,135
Noninterest-bearing............................................................... 8,932,019
Interest-bearing.................................................................. 2,150,116
In foreign offices and Edge subsidiary................................................. 13,811,677
Noninterest-bearing............................................................... 112,281
Interest-bearing.................................................................. 13,699,396
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge subsidiary............................................ 6,785,263
Demand notes issued to the U.S. Treasury and Trading Liabilities............................ 755,676
Other borrowed money........................................................................ 716,013
Subordinated notes and debentures........................................................... 0
Bank's liability on acceptances executed and outstanding.................................... 99,605
Other liabilities........................................................................... 841,566
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Total liabilities...................................................................... 34,091,935
--------------------
EQUITY CAPITAL
Perpetual preferred stock and related surplus............................................... 0
Common stock................................................................................ 29,931
Surplus..................................................................................... 437,183
Undivided profits and capital reserves/Net unrealized holding gains (losses)................ 1,542,695
Cumulative foreign currency translation adjustments......................................... (4,295)
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Total equity capital................................................................... 2,005,514
--------------------
Total liabilities and equity capital.............................................. 36,097,449
--------------------
--------------------
</TABLE>
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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
Truman S. Casner
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