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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): November 30, 1998
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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)
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New Jersey 06-1158179
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 Locust Avenue
New Canaan, CT 06840
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(Address of principal (Zip Code)
executive offices)
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Registrant's telephone number, including area code (203) 972-2000
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Reference is made to the Press Release of Centennial Cellular
Corp., issued on November 30, 1998, which is attached as Exhibit 99.1.
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 Centennial Cellular Corp., dated November 30, 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
(Principal Accounting Officer)
Date: December 7, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of Centennial Cellular Corp., dated
November 30, 1998.
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FOR IMMEDIATE RELEASE
Contact: Centennial Cellular Corp.
Scott N. Schneider
Chief Financial Officer
(203) 972-2000
CENTENNIAL CELLULAR CORP. ANNOUNCES AMENDMENT
TO MERGER AGREEMENT AND RECEIVES FCC APPROVALS
New Canaan, CT, November 30, 1998. Centennial Cellular Corp.
(the "Company") (Nasdaq: CYCL-news), a leading independent cellular provider,
and Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS") and certain of its
affiliates jointly announced today the signing of an Amendment to the Agreement
and Plan of Merger, dated as of July 2, 1998, between the Company and CCW
Acquisition Corp., a Delaware corporation organized at the direction of WCAS.
Pursuant to the Amendment, the cash consideration to be received by stockholders
of the Company, including the cash consideration to be received by preferred
stockholders on an as-converted basis, will be $41.50 per share rather than
$43.50 per share, representing a reduction of approximately $60 million in the
cash consideration to be received by shareholders, or less than 5% of the total
cash consideration. Under the terms of the Merger Agreement, as amended, the
common stockholders of the Company will still receive 7.1% of the outstanding
common stock of the surviving corporation after the proposed merger of the
Company with Acquisition.
In connection with the Amendment, Merrill Lynch Capital
Corporation, as lead arranger, together with Nationsbank, N.A., as co-arranger
and administrative agent, The Chase Manhattan Bank, as co-arranger and
documentation agent, and Morgan Stanley Senior Funding, Inc., as senior managing
agent, and Acquisition executed new commitment letters dated as of November 29,
1998, under which such financial institutions or their affiliates have committed
to provide up to $1.05 billion of senior credit facilities and to underwrite an
offering of not less than $310.0 million (plus an interest escrow) of senior
subordinated notes. The new commitment letters are no longer subject to any
material adverse change in relevant capital markets and are not conditioned upon
the syndication of such financial institutions' commitments.
In connection with the reduction in the cash consideration,
WCAS and certain of its affiliates, certain affiliates of Blackstone Capital
Partners III Merchant Banking Fund L.P., an affiliate of The Blackstone Group,
L.P., and certain other investors have agreed to increase their equity
investment from $350 million to $400 million. WCAS Capital Partners III, L.P.,
an affiliate of WCAS, has also agreed to increase the aggregate amount of
unsecured subordinated notes of the Company which it will purchase, together
with common shares of the Company, from $150.0 million to
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2
$180.0 million. Collectively, the WCAS Affiliates and other equity investors
will acquire 92.9% of the shares of Centennial.
The Merger remains subject to certain conditions, including the
effectiveness of the Information Statement/Registration Statement and
consummation of the revised financing or alternative financing no less favorable
to Acquisition.
In addition, the Company announced today that Federal
Communications Commission approval of all material applications for the transfer
of control of the Company to the equity investors has become final. As
previously announced, on October 9, 1998, the FCC approved the last of the
applications requesting the FCC's consent to the transfer of control of the
Company's cellular, PCS, paging and microwave licenses from the Company to the
equity investors that are material to the Merger.
Any offering of securities in connection with the merger will
be made only by means of a prospectus.
