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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 1998
Century Communications Corp.
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(Exact name of registrant as specified in its charter)
0-16899
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(Commission File Number)
New Jersey 06-1158179
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(State other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 Locust Avenue
New Canaan, Connecticut 06840
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (203) 972-2000
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(Former name or former address, if changed since last report)
Page 1 of 6 Pages
Exhibit Index on Page 4
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Item 5. Other Events
Century Communications Corp. (the "Company") issued a press release on
July 2, 1998 regarding an Agreement and Plan of Merger dated as of July 2, 1998
(the "Agreement") entered into by Centennial Cellular Corp., a Delaware
corporation ("Centennial"), of which the Company owns approximately 33% and
controls approximately 74% of the voting power of the common shares, and CCW
Acquisition Corp. ("CCW"), a newly formed company formed at the direction of
Welsh, Carson, Anderson & Stowe VIII, L.P. The Agreement provides for the
merger of Centennial with CCW, with Centennial as the surviving corporation.
The Company has entered into an agreement pursuant to which it has agreed
to vote its shares of Centennial in favor of the merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
99.1 Press release of the Company dated July 2, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTURY COMMUNICATIONS CORP.
By: /s/ Scott N. Schneider
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Name: Scott N. Schneider
Title: Chief Financial Officer, Senior
Vice President and Treasurer
Date: July 16, 1998
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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99.1 Press release of the Company dated July 2, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Century Communications Corp.
Scott N. Schneider
Chief Financial Officer
(203) 972-2002
CENTURY COMMUNICATIONS CORP. ANNOUNCES $43.50 PER SHARE
MERGER AGREEMENT BETWEEN CENTENNIAL CELLULAR
CORP. AND WELSH, CARSON, ANDERSON & STOWE
New Canaan, CT. July 2, 1998. Century Communications Corp.
("Century") (Nasdaq National Market-CTYA) today announced that its affiliate,
Centennial Cellular Corp. ("Centennial") (Nasdaq National Market-CYCL), a
leading independent cellular provider, and Welsh, Carson, Anderson & Stowe and
funds managed by it ("WCAS") signed an Agreement and Plan of Merger providing
for the merger of Centennial with CCW Acquisition Corp., a Delaware corporation
formed by WCAS. The transaction is valued at approximately $2.0 billion,
including indebtedness of approximately $515 million to be refinanced.
Centennial will continue to operate as an independent company under its current
name and management. Upon effectiveness of the merger, Century will receive for
its interests in Centennial approximately $377.5 million.
Pursuant to the Merger Agreement, outstanding shares of Class A
Common Stock of Centennial would be converted into the right to receive $43.50
in cash or to retain up to 7.1% of the Class A Common Stock outstanding after
the merger. Class B Common Stock of Centennial, of which Century owns 81.2%,
would be converted into the right to receive $43.50 in cash and a number of
shares of Class A Common Stock, if any, such that the aggregate number of shares
of Class A Common Stock held by Centennial's existing shareholders will equal
7.1% of the shares outstanding after the merger. All outstanding shares of
Convertible Redeemable Preferred Stock and Second Series Convertible Redeemable
Preferred Stock of Centennial shall be converted into the right to receive
$43.50 in cash on an as converted basis. Century owns all of the outstanding
shares of Second Series Convertible Redeemable Preferred Stock. The transaction
was structured to be accounted for as a recapitalization.
Through its ownership of shares of Class B Common Stock of
Centennial, Century is the holder of a majority of the voting power of
Centennial. Simultaneously with the execution of the Merger Agreement, Century
agreed to vote its shares of Centennial in favor of the merger so long as the
Merger Agreement remains in effect.
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The merger is subject to certain conditions, including the approval
of Centennial's shareholders, the receipt of certain approvals from the Federal
Communications Commission, the expiration of antitrust regulatory waiting
periods and the funding of the committed financing arrangements.
Centennial acquires, operates and invests in cellular telephone
systems throughout the United States and the Commonwealth of Puerto Rico.
Centennial's current wireless telephone interests represent approximately 10.1
million Net Pops. Approximately 6.5 million of these Net Pops are represented by
Centennial's wireless telephone systems located in the continental United
States, including approximately 1.1 million Net Pops related to Centennial's
minority equity investments in partnerships owning wireless telephone systems.
The balance of approximately 3.6 million Net Pops represents Centennial's
interest in its wireless telephone systems in Puerto Rico.
Century owns and operates 71 cable television systems in 25 states
and Puerto Rico serving in excess of 1,314,000 basic subscribers.
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