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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): October 13, 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 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)
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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)
Page 1 of 5 Pages
Exhibit Index on Page 4
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Item 5. Other Events.
Reference is made to the Press Release of Centennial Cellular
Corp. ("Centennial") issued on October 13, 1998, which is attached hereto as
Exhibit 1.
In connection with the execution of the Agreement and Plan of
Merger (the "Merger Agreement"), dated July 2, 1998 between Centennial and CCW
Acquisition Corp., a Delaware corporation organized at the direction of Welsh,
Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII"), Century Communications Corp.
("Century"), Centennial's principal stockholder, entered into a Stockholder
Agreement, dated July 2, 1998, with CCW Acquisition Corp. (the "Stockholder
Agreement"). Pursuant to the Stockholder Agreement, Century, which has an
approximate 33% Common Stock interest in Centennial and, through ownership of
Centennial's Class B Common Stock which has disproportionate votes per share (15
votes per share), an approximate 74% voting interest in Centennial at August
31, 1998, agreed to vote its shares in favor of the merger so long as the Merger
Agreement remains in effect. Because Century agreed to approve the merger by
written consent in lieu of meeting, and controls, on a fully diluted basis, more
than a majority of the outstanding votes of Centennial required to approve the
merger, no further shareholder vote is necessary to approve the merger.
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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: October 19, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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1. Press Release of Centennial Cellular Corp., dated October 13, 1998.
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EXHIBIT 1
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FOR IMMEDIATE RELEASE
Contact: Centennial Cellular Corp.
Scott N. Schneider
Chief Financial Officer
(203) 972-2000
Centennial Cellular Corp. Updates Merger Status
New Canaan, CT, Oct. 13, 1998. Centennial Cellular Corp. (the
"Company") (Nasdaq: CYCL-news), a leading independent cellular provider,
announced on July 2, 1998, the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of July 2, 1998, between the Company and CCW Acquisition
Corp., a Delaware corporation ("Acquisition") organized at the direction of
Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS").
The Company announced today that it had received a letter from
Acquisition attaching a communication from Merrill Lynch Capital Corporation in
which Merrill Lynch Capital Corporation advised Acquisition that if it were
requested to fund, as of October 12, 1998, the credit facilities and bridge loan
contemplated by the commitment letter it delivered to Acquisition (the
"Commitment Letter"), a condition to funding the credit facilities and bridge
loan set forth in the Commitment Letter would not be satisfied and Merrill Lynch
Capital Corporation would therefore have no obligation to fund the credit
facilities or the bridge loan as of October 12, 1998. The condition to funding
referred to is that no material adverse change shall have occurred in the
domestic or international financial, banking or capital markets since the date
of its commitment that, in the reasonable judgment of Merrill Lynch, would
adversely affect the syndication of credit facilities of the same type as the
credit facilities contemplated in the Commitment Letter or debt securities of
the same type contemplated to replace the bridge loan commitments. However,
Merrill Lynch Capital Corporation recognized in its communication that such
condition to funding contemplated by the Commitment Letter need only be
satisfied on the date of request for such funding. Therefore, Merrill Lynch
informed Acquisition that its communication "is for information purposes only
and does not constitute a termination, repudiation or modification of the
Commitment Letter, which (subject to its conditions) remains in full force and
effect." The Commitment Letter and the Merger Agreement each have a termination
date of January 31, 1999.
The proposed merger (the "Merger") is subject to certain
conditions, including the funding of financing arrangements committed by Merrill
Lynch or alternative financing on terms no less favorable than those set forth
in the Commitment Letter. Pursuant to the Merger Agreement, WCAS has agreed to
use commercially reasonable efforts to consummate the committed financing or
alternative financing on terms no more onerous than the terms of the committed
financing.
