CENTENNIAL CELLULAR CORP, DEF 14A, 1998-09-28

CENTENNIAL CELLULAR CORP
DEF 14A, 1998-09-28
RADIOTELEPHONE COMMUNICATIONS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'SS' 240.14a-11(c) or 'SS' 240.14a-12

CENTURY COMMUNICATIONS CORP.
---------------------------
(Name of Registrant as Specified In Its Charter)

---------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

--------------------------------

2) Aggregate number of securities to which transaction applies:

--------------------------------

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

--------------------------------

4) Proposed maximum aggregate value of transaction:

--------------------------------

5) Total fee paid:

--------------------------------

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

--------------------------------

2) Form, Schedule or Registration Statement No.:

--------------------------------

3) Filing Party:

--------------------------------

4) Date Filed:

--------------------------------

<PAGE>

[LOGO]

CENTENNIAL CELLULAR CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1998
------------------------
The Board of Directors of Centennial Cellular Corp., a Delaware corporation
(the 'Company'), hereby gives notice that the 1998 Annual Meeting of
Shareholders of the Company (the 'Annual Meeting') will be held at the
Prudential Center for Learning and Innovation, Weed Avenue, Norwalk, Connecticut
06850, on Thursday, October 29, 1998, at 2:00 p.m., Eastern Time, for the
following purposes:
1. To elect eight Directors of the Company to serve until the next
annual meeting of shareholders and thereafter until their successors shall
have been elected and qualified.
2. To vote on the ratification of the selection by the Board of
Directors of Deloitte & Touche LLP as independent accountants for the
Company for the fiscal year ending May 31, 1999.
3. To transact such other business as may properly come before the
meeting.
All shareholders are cordially invited to attend. Only holders of record of
issued and outstanding shares of Class A Common Stock and Class B Common Stock
of the Company at the close of business on Friday, October 2, 1998 will be
entitled to receive notice of and vote at the Annual Meeting. In accordance with
Section 219 of the Delaware General Corporation Law, the Company will make
available for examination by any shareholder, for any purpose germane to the
Annual Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting, at the location of the Annual Meeting, a complete
list of the shareholders entitled to vote at the Annual Meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. If you attend the Annual
Meeting, you may vote in person if you wish, even though you have previously
returned your proxy.
A copy of each of the Company's Proxy Statement and Report on Form 10-K for
its fiscal year ended May 31, 1998 is enclosed herewith.

By Order of the Board of Directors

DAVID Z. ROSENSWEIG,
DAVID Z. ROSENSWEIG,
Secretary
October 2, 1998

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE
ACCOMPANYING PROXY STATEMENT AND PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES OF AMERICA. THE PROXY IS REVOCABLE BY YOU AT ANY
TIME PRIOR TO ITS USE AT THE ANNUAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY
CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH
PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL YOUR SHARES WILL BE
VOTED AT THE ANNUAL MEETING.

[LOGO]

CENTENNIAL CELLULAR CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
--------------------------
PROXY STATEMENT
--------------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Centennial Cellular Corp., a Delaware corporation (the
'Company'), of proxies for use at the 1998 Annual Meeting of Shareholders of the
Company (the 'Annual Meeting') to be held at the Prudential Center for Learning
and Innovation, Weed Avenue, Norwalk, Connecticut 06850, on Thursday, October
29, 1998, at 2:00 p.m., Eastern Time, and at any adjournment or adjournments of
the Annual Meeting. This Proxy Statement and the enclosed proxy are first being
sent to shareholders on or about October 5, 1998.

At the Annual Meeting, shareholders of the Company will (i) elect eight
Directors of the Company to serve until the next annual meeting of shareholders
and thereafter until their successors shall have been elected and qualified; and
(ii) vote on the ratification of the selection by the Board of Directors of
Deloitte & Touche LLP as independent accountants for the Company for the fiscal
year ending May 31, 1999. Shareholders may also consider and act upon such other
matters as may properly come before the Annual Meeting or any adjournment or
adjournments thereof.

The close of business on Friday, October 2, 1998 has been selected as the
record date for determining the holders of outstanding shares of the Company's
Class A Common Stock, par value $.01 per share (the 'Class A Common Stock'), and
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'), entitled to receive
notice of and vote at the Annual Meeting. On October 2, 1998, there were
15,085,398 shares of Class A Common Stock outstanding and 10,544,113 shares of
Class B Common Stock outstanding. Holders of Class A Common Stock are entitled
to one vote per share and holders of Class B Common Stock are entitled to 15
votes per share. All shares of Class A Common Stock and Class B Common Stock
will vote together as one class on all questions that come before the Annual
Meeting.

VOTE REQUIRED

Votes at the Annual Meeting will be tabulated by inspectors of election
appointed by the Company. Shares of Common Stock represented by a properly
signed and returned proxy are considered present at the Annual Meeting for
purposes of determining a quorum.

Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, as a general rule, brokers may vote these shares
in their discretion. However, brokers are precluded from exercising their voting
discretion on certain types of proposals and, absent specific instructions from
the beneficial owner in such cases, brokers may not vote on those proposals.
This results in what is known as a 'broker non-vote' on such proposals.

Election of Directors will be determined by a plurality vote of the
combined voting power of all shares of Common Stock present in person or by
proxy and voting at the Annual Meeting. Accordingly, votes 'withheld' from
Director-nominee(s) will not count against the election of such nominee(s).
Brokers have discretionary authority to vote on the election of Directors.

Passage of the proposal to ratify the selection of Deloitte & Touche LLP as
independent accountants for the Company for the fiscal year ending May 31, 1999
requires the approval of a majority of the votes cast on this proposal.
Abstentions as to this proposal will not count as votes cast for or against this
proposal and will not be included in calculating the number of votes necessary
for approval of this proposal. Brokers have discretionary authority to vote on
this proposal.

All other matters will be determined by the vote of a majority of the
combined voting power of all shares of Common Stock present in person or by
proxy at the Annual Meeting and voting on such matters. Abstentions and broker
non-votes as to particular matters will not count as votes cast for or against
such matters and will not be included in calculating the number of votes
necessary for approval of such matters.

Each shareholder of the Company is requested to complete, sign, date and
return the enclosed proxy without delay in order to ensure that shares owned
thereby are voted at the Annual Meeting. All shares represented by properly
executed proxies will be voted at the Annual Meeting in accordance with the
directions given on such proxies. If no direction is given, a properly executed
proxy will be voted FOR the election of the eight persons named under 'Election
of Directors' and FOR ratification of the selection of Deloitte & Touche LLP as
independent accountants for the Company for the fiscal year ending May 31, 1999.
The Board of Directors does not anticipate that any other matters will be
brought before the Annual Meeting. If, however, other matters are properly
presented, the persons named in the proxy will have discretion, to the extent
allowed by Delaware law, to vote in accordance with their own judgment on such
matters.

REVOCATION OF PROXIES

Any shareholder may revoke a proxy at any time before such proxy is voted.
Proxies may be revoked by (i) delivering to the Secretary of the Company a
written notice of revocation bearing a date later than the date of the proxy;
(ii) duly executing a subsequent proxy relating to the same shares of Common
Stock and delivering it to the Secretary of the Company; or (iii) attending the
Annual Meeting and stating to the Secretary of the Company an intention to vote
in person and so voting. Attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy. Any subsequent proxy or written notice
of revocation of a proxy should be delivered to Centennial Cellular Corp., 50
Locust Avenue, New Canaan, Connecticut 06840, Attention: Scott N. Schneider,
Assistant Secretary.

COST OF SOLICITATION

The Company will bear all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers and regular employees of
the Company may also solicit proxies by telephone, telegraph or personal
interview. In addition, the Company expects to request persons who hold shares
in their names for others to forward copies of this proxy soliciting material to
them and to request authority to execute proxies in the accompanying form, and
the Company will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.

PRINCIPAL SHAREHOLDERS OF THE COMPANY

PROPOSED TRANSACTIONS

On July 2, 1998, the Company and CCW Acquisition Corp. ('CCW'), a Delaware
corporation organized at the direction of Welsh, Carson, Anderson & Stowe VIII,
L.P., a Delaware limited partnership ('WCAS VIII'), entered into an Agreement
and Plan of Merger (the 'Merger Agreement') providing for the merger of CCW with
and into the Company (the 'Merger'). The Company will continue as the surviving
corporation. The consummation of the Merger is subject to certain conditions,
including, without limitation, the Company obtaining a final order from the
Federal Communications Commission approving the transfer of control of the
Company to WCAS VIII and its affiliates, the expiration of antitrust regulatory
waiting periods and CCW obtaining financing substantially on the terms
contemplated by the commitment letters it received in connection with the Merger
Agreement. Upon consummation of the Merger, approximately 92.9% of the Company's
common stock will be owned by WCAS VIII and certain other investors.

BENEFICIAL OWNERSHIP

The following table sets forth, as of September 15, 1998, certain
information with respect to the beneficial ownership of shares of Class A Common
Stock or Class B Common Stock by each person known to the Company to own
beneficially more than 5% of the outstanding shares of Class A Common Stock or
Class B Common Stock. Each share of Class B Common Stock is convertible, at any
time, into one share of Class A Common Stock. Holders of Class A Common Stock
are entitled to one vote per share and holders of Class B Common Stock are
entitled to 15 votes per share.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-----------------------------------
NAME AND ADDRESS CLASS/NUMBER OF PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- ---------------------------------------------------------------------------- --------------------- --------
<S> <C> <C> <C>
Century Communications Corp.(2)(3) ......................................... Class B: 8,561,819(12) 81.2%
50 Locust Avenue
New Canaan, CT 06840
Citizens Utilities Company(2)(3) ........................................... Class B: 1,982,294 18.8
High Ridge Park
Stamford, CT 06905
Wallace R. Weitz & Company(4) .............................................. Class A: 2,594,900 16.5
1125 South 103rd Street
Omaha, NE 68124-6008
Bamco Inc.(5) .............................................................. Class A: 2,491,200 15.8
Baron Capital Group, Inc.
Baron Capital Management, Inc.
Baron Asset Fund
Ronald Baron
767 Fifth Avenue
24th Floor
New York, NY 10153
GAMCO Investors, Inc.(6) ................................................... Class A: 1,436,450 9.1
James E. McKee
One Corporate Center
Rye, NY 10580
The Prudential Insurance Company of America(7) ............................. Class A: 1,266,200 8.0
751 Broad Street
Newark, New Jersey 07102-3777
</TABLE>

(table continued on next page)

(table continued from previous page)

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-----------------------------------
NAME AND ADDRESS CLASS/NUMBER OF PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- ---------------------------------------------------------------------------- --------------------- --------
<S> <C> <C> <C>
Putnam Investments, Inc.(8) ................................................ Class A: 1,102,470 7.0
Marsh & McLennan Companies, Inc.
One Post Office Square
Boston, MA 02109
Wanger Advisors Trust(9) ................................................... Class A: 942,500 6.0%
Wanger Asset Management, L.P.
Wanger Asset Management, Ltd.
227 West Monroe Street, Suite 300
Chicago, IL 60606
Putnam Investment Management, Inc.(10) ..................................... Class A: 933,476 5.9
One Post Office Square
Boston, MA 02109
James W. Hickman et al.(11) ................................................ Class A: 930,632 5.9
c/o Jonathan R. Moore
Moore & Bruce
1627 I Street N.W.
Washington, D.C. 20006
Oliver R. Grace, Jr.(12) ................................................... Class A: 853,506 5.4
55 Brookville Road
Glen Head, NY 11545
</TABLE>

- ------------

(1) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, secure the right to vote, or direct the voting of, a
security, or the sole or shared investment power with respect to a security
(i.e., the power to dispose of, or to direct the disposition of, a
security). In addition, for purposes of this table, a person is deemed, as
of any date, to have 'beneficial ownership' of any security that such
person has the right to acquire within 60 days after such date.

(2) Due to their positions with and ownership of stock of Century
Communications Corp. ('Century Communications') and their positions with
Citizens Utilities Company ('Citizens'), Leonard Tow, Chairman of the Board
and Chief Executive Officer of Century Communications and Chairman of the
Board and Chief Executive Officer of Citizens and his wife, Claire L. Tow,
a Senior Vice President and director of Century Communications and a
director of Citizens, may be deemed to own beneficially together 100% of
the Company's outstanding Class B Common Stock. See 'Principal Shareholders
of Century Communications.' Century Communications currently owns 3,978
shares of Second Series Convertible Redeemable Preferred Stock of the
Company which are convertible into 115,710 shares of Class B Common Stock
of the Company. If all shares of the Second Series Convertible Redeemable
Preferred Stock were converted, Century Communications would hold 81.4% of
the Class B Common Stock of the Company and Citizens would hold 18.6% of
the Class B Common Stock of the Company.

(3) Citizens currently owns 102,187 shares of Convertible Redeemable Preferred
Stock of the Company which are convertible into 2,972,334 shares of Class B
Common Stock of the Company. If all shares of the Convertible Redeemable
Preferred Stock were converted, Citizens would hold 36.7% of the Class B
Common Stock and Century Communications would hold 63.3% of the Class B
Common Stock of the Company.

(4) Based solely upon information contained in a Statement on Schedule 13G
filed with the Securities and Exchange Commission (the 'Commission') on
February 12, 1997. According to said

(footnotes continued on next page)

(footnotes continued from previous page)
Schedule 13G, Wallace R. Weitz & Company has sole voting power and sole
dispositive power with respect to such shares of Class A Common Stock.

(5) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on May 11, 1998. According to said Schedule 13G,
Baron Capital Group, Inc. has shared voting power, and shared power to
direct the disposition of, 1,646,200 shares of Class A Common Stock, Bamco,
Inc. has shared voting power, and shared power to direct the disposition
of, 1,570,000 shares of Class A Common Stock, Baron Capital Management,
Inc. has shared voting power, and shared power to direct the disposition
of, 76,200 shares of Class A Common Stock, Baron Asset Fund has shared
voting power, and shared power to direct the disposition of, 845,000 shares
of Class A Common Stock, and Ronald Baron has shared voting power, and
shared power to direct the disposition of, 1,646,200 shares of Class A
Common Stock.

(6) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on June 15, 1998. According to said Schedule 13D,
the securities reported therein as being beneficially owned by entities
directly or indirectly controlled by Mario J. Gabelli and Marc J. Gabelli,
or for which either one acts as chief investment officer, consist of an
aggregate of 1,436,450 shares of Class A Common Stock. GAMCO Investors,
Inc. is such an entity and beneficially owns 831,800 shares. GAMCO
Investors, Inc. has sole voting power as to 821,800 of its shares and sole
dispositive power as to all of its shares.

(7) Based solely upon information contained in a Statement of Schedule 13G
filed with the Commission on February 12, 1998. According to said Schedule
13G, The Prudential Insurance Company of America holds 40,000 shares of
Class A Common Stock for the benefit of its general account and may have
direct or indirect voting and/or investment discretion over 1,226,200
shares of Class A Common Stock which are held for the benefit of its
clients by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and/or other affiliates.

(8) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on February 9, 1996. According to said Schedule
13G, securities reported therein as being beneficially owned by Putnam
Investments, Inc. and Marsh & McLennan Companies, Inc. consist of an
aggregate of 1,102,470 shares of Class A Common Stock beneficially owned by
subsidiaries of Putnam Investments, Inc. which are registered investment
advisors, which in turn include securities beneficially owned by clients of
such investment advisors. Putnam Investments, Inc. has shared voting power
with respect to 142,544 shares and shared dispositive power with respect to
all of its shares.

(9) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on February 6, 1998. According to said Schedule
13G, Wanger Advisors Trust has shared voting power with respect to the
shares of Class A Common Stock reported therein as being beneficially owned
by it, and such shares have been acquired on behalf of discretionary
clients of Wanger Asset Management, L.P.

(10) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on February 9, 1996. According to said Schedule
13G, Putnam Investment Management, Inc. shares dispositive power with
respect to all of its shares.

(11) Based solely upon information contained in Amendment No. 2 to Statement on
Schedule 13D filed with the Commission on August 22, 1994. According to
said Schedule 13D, James W. Hickman and members of his family owned more
than 5% of the Class A Common Stock at that time. The Company has been
advised that Mr. Hickman is deceased.

(footnotes continued on next page)

(footnotes continued from previous page)

(12) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on February 14, 1995. Includes 46,132 shares held
by Mr. Grace as custodian for his minor children as to which shares Mr.
Grace disclaims beneficial ownership.

(13) In connection with the execution of the Merger Agreement, Century
Communications, the Company's principal stockholder entered into a
Stockholder Agreement, dated July 2, 1998, with CCW (the 'Stockholder
Agreement'). Pursuant to the Stockholder Agreement, Century Communications,
which has an approximately 33% Common Stock interest and, through ownership
of the Company's Class B Common Stock which has disproportionate votes per
share (15 votes per share), an approximately 74% voting interest in the
Company at May 31, 1998, agreed to vote its shares in favor of the approval
and adoption of the Merger Agreement. Because Century Communications agreed
to approve the merger by written consent, consummation of the Merger does
not require approval by a majority of the Company's stockholders who are
not affiliated with the Company.

The Company has agreed pursuant to a Registration Rights Agreement, dated
August 30, 1991 (the 'Registration Rights Agreement'), among it, Century
Communications and Citizens, that, subject to certain conditions, upon the
request of Century Communications or Citizens, as the case may be, the Company
will file one or more registration statements under the Securities Act of 1933,
as amended (the 'Act'), in order to permit Century Communications or Citizens or
both, as the case may be, to offer and sell, pursuant to such registration
statement, shares of Class A Common Stock of the Company that Century
Communications or Citizens may hold at such time.

The Company, Century Communications and Citizens have entered into a Stock
Transfer Agreement, dated August 30, 1991 (the 'Stock Transfer Agreement'),
which governs any proposed public or private sale of stock of the Company by
Century Communications or Citizens and provides for the voting of shares of
Common Stock of the Company by Century Communications or Citizens in connection
with the election of Directors of the Company. See 'Election of Directors.'

PRINCIPAL SHAREHOLDERS OF CENTURY COMMUNICATIONS

The following table sets forth, as of September 15, 1998, certain
information regarding the persons known to the Company to own beneficially more
than 5% of any class of the voting securities of Century Communications. Each
share of Class B Common Stock of Century Communications is convertible, at any
time, into one share of Class A Common Stock of Century Communications. Century
Communications' Class A Common Stock has one vote per share and Century
Communications' Class B Common Stock has ten votes per share.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------------------------
NAME AND ADDRESS CLASS/NUMBER PERCENT
OF BENEFICIAL OWNER OF SHARES OF CLASS
- ------------------------------------------------------------------ -------------- --------

<S> <C> <C> <C>
Leonard Tow ...................................................... Class A: 1,205,953(2) 3.5%
50 Locust Avenue Class B: 42,322,059(3)(4)(5) 100
New Canaan, CT 06840
Claire L. Tow .................................................... Class A: 1,205,953(6) 3.5
50 Locust Avenue Class B: 42,322,059(4)(5)(7) 100
New Canaan, CT 06840
David Z. Rosensweig .............................................. Class A: 46,958(8) *
162 Brite Avenue Class B: 23,350,964(4)(5) 55.2
Scarsdale, NY 10583
The Prudential Insurance Company of America ...................... Class A: 4,190,203(9) 12.2
751 Broad Street
Newark, NJ 07102-3777
Capital Research and Management Company .......................... Class A: 3,565,000(10) 10.4
SMALLCAP World Fund, Inc.
333 South Hope Street
Los Angeles, CA 90071
Capital Guardian Trust Company ................................... Class A: 2,082,000(11) 6.0
333 South Hope Street
Los Angeles, CA 90071
Citizens Utilities Company ....................................... Class A: 1,807,095(12) 5.2
CU Capital Corp.
High Ridge Park
Stamford, CT 06905
</TABLE>

- ------------

(2) Consists of 1,106,574 shares of Class A Common Stock as to which Mr. Tow
has sole voting and investment power. Includes the 99,379 shares set forth
in (6) below beneficially owned solely by Mrs. Tow, as to which shares he
disclaims beneficial ownership.

(3) Consists of 18,971,095 shares of Class B Common Stock as to which Mr. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which he
shares, voting and investment power. Includes the 2,813,365 shares set
forth in (7) below beneficially owned solely by Mrs. Tow, as to which
shares he disclaims beneficial ownership.

(4) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,971,095 shares of Class B Common Stock, Mr. Tow,
Mrs. Tow and Mr. Rosensweig, as trustees, jointly own of record and
beneficially 20,537,599 shares of Class B Common Stock, and Mr. Rosensweig,
as trustee, owns, and Mrs. Tow has a beneficial interest in, 2,813,365
shares of Class B Common Stock.

(5) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock is deemed to own an equal number of shares
of Class A Common Stock. Thus, Leonard Tow and Claire L. Tow are each
deemed to be beneficial owners of 42,528,012 shares of Class A Common Stock
and David Z. Rosensweig is deemed to be a beneficial owner of 23,350,964

(footnotes continued on next page)

(footnotes continued from previous page)
Shares of Class A Common Stock. As a percent of the Class A Common Stock,
this ownership by the above-named persons is deemed to be 56.7%, 56.7% and
30.4%, respectively.

(6) Consists of 99,379 shares of Class A Common Stock as to which Mrs. Tow has
sole voting and investment power. Includes the 1,106,574 shares set forth
in (2) above beneficially owned solely by Mr. Tow, as to which shares she
disclaims beneficial ownership.

(7) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
owns beneficially, and 20,537,599 shares of Class B Common Stock as to
which she shares voting and investment power. Includes the 18,971,095
shares set forth in (3) above beneficially owned solely by Mr. Tow, as to
which shares she disclaims beneficial ownership.

(8) Consists of 43,856 shares as to which Mr. Rosensweig is the record and
beneficial holder and 3,102 shares that Mr. Rosensweig has the right to
acquire pursuant to stock option grants under the 1994 Option Plan.

(9) Based solely upon information contained in Amendment No. 2 to a Statement
on Schedule 13G filed with the Commission on February 9, 1998. According to
said Schedule 13G, The Prudential Insurance Company of America holds 30,100
shares of Class A Common Stock for its general account and may have direct
or indirect voting and/or investment discretion with respect to 4,160,103
shares of Class A Common Stock which are held for the benefit of its
clients by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and/or other affiliates.

(10) Based solely upon information contained in Amendment No. 1 to a Statement
on Schedule 13G filed with the Commission on July 10, 1998. According to
said Schedule 13G, Capital Research and Management Company is deemed to be
the beneficial owner of 3,565,000 shares of Class A Common Stock as a
result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940. SMALLCAP
World Fund, Inc., which is advised by Capital Research and Management
Company, is the beneficial owner of 2,020,000 shares of Class A Common
Stock.

(11) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on July 9, 1998. According to said Schedule 13G,
Capital Guardian Trust Company is deemed to be the beneficial owner of
2,082,000 shares of Class A Common Stock as a result of acting as
investment adviser to various institutional accounts.

(12) Based solely upon information contained in a Statement on Schedule 13D
filed with the Commission on July 2, 1992. Century Communications has
agreed pursuant to an agreement dated July 2, 1992 between it and Citizens
that, subject to certain conditions, upon the request of Citizens, it will
file up to two registration statements under the Securities Act of 1933, as
amended (the 'Act'), in order to permit Citizens to offer and sell,
pursuant to such registration statement(s), such shares of Class A Common
Stock.

ELECTION OF DIRECTORS

Eight persons have been nominated for election as Directors to serve until
the 1999 Annual Meeting of Shareholders and until their successors are elected
and qualified. All of the nominees are currently Directors. The Directors will
be elected by vote of a plurality of the combined voting power of all shares of
Class A Common Stock and Class B Common Stock present and voting at the Annual
Meeting, voting together as a single class, with each share of Class A Common
Stock having one vote and each share of Class B Common Stock having 15 votes.

The Company has entered into the Merger Agreement. Although the Company
will be the surviving corporation in the Merger, upon the consummation of the
Merger the Company's directors will be those persons designated by WCAS VIII and
the other investors. For further discussion of the Merger and the Merger
Agreement see 'Principal Shareholders of the Company -- Proposed Transactions'
above.

The Company, Century Communications and Citizens have entered into the
Stock Transfer Agreement which provides, among other things, that so long as
Citizens is the holder and beneficial owner of any shares of Convertible
Redeemable Preferred Stock of the Company and Century Communications is the
holder and beneficial owner of any shares of Common Stock of the Company,
Century Communications will vote its shares of Common Stock for the election to
the Board of Directors of the Company of one person designated by Citizens and
Citizens will vote its shares of Common Stock for the election to the Board of
Directors of the Company of all persons designated by Century Communications. At
such time as Citizens is no longer the holder and beneficial owner of any shares
of Convertible Redeemable Preferred Stock of the Company, Century Communications
and Citizens will vote their respective shares of Common Stock of the Company
for the election to the Board of Directors of the Company of the person or
persons designated by each other, with each party having the right to designate
the number of persons that is in proportion to the voting power of such party as
compared to the combined voting power of both parties. If a fraction results,
the number of persons to be designated by Citizens will be rounded down to the
nearest whole number. Such voting arrangements, in accordance with Delaware law,
will expire on August 30, 2001 unless extended by agreement of the parties.
Pursuant to the Stock Transfer Agreement, Citizens has designated Daryl A.
Ferguson and Century Communications has designated Bernard P. Gallagher, Rudy J.
Graf, William M. Kraus, David Z. Rosensweig, Scott N. Schneider, Peter J.
Solomon and Frank Tow as nominees for Directors. See 'Principal Shareholders of
the Company.'

The persons named in the accompanying proxy will vote for the election of
such nominees unless, by reason of death or other unexpected occurrence, one or
more of such nominees shall not be available for election, in which event it is
intended that such votes will be cast for a substitute nominee or nominees
designated by the Board or the respective party to the Stock Transfer Agreement
or, if no substitute nominee or nominees are so designated, that the membership
of the Board will be reduced to a number equal to the number of such nominees.
The Board has no reason to believe that any of the nominees listed below will
not be available for election as a Director.

The following table sets forth the name of each nominee, his age, the year
he was elected a Director of the Company, his principal occupation, other
business experience during the last five years, other directorships in
publicly-held corporations and ownership of shares of Class A Common Stock of
the Company as of September 15, 1998.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR AND OTHER DIRECTORSHIPS OWNED(1) OF CLASS
- ------------------------------------ ------------------------------------------- -------------------- --------
<S> <C> <C> <C>
Daryl A. Ferguson .................. Mr. Ferguson has been the President and Class A: 8,826(6) *
Age: 59 Chief Operating Officer of Citizens since
Director since 1991 June 1990. Mr. Ferguson was Vice President,
Administration of Citizens from July 1989
through March 1990 and Senior Vice
President, Operations of Citizens from
March 1990 through June 1990. From April
1986 through July 1989, he was President
and Chief Executive Officer of Microtecture
Corporation, a communications corporation.
Bernard P. Gallagher(3) ............ Mr. Gallagher has been Chairman of the Class A: 266,897(7) 1.7%
Age: 51 Board and Chief Executive Officer of the
Director since 1991 Company since August 1991 and has been a
Director of the Company since March 1991.
From February 1990 to August 1991, Mr.
Gallagher was President and Chief Operating
Officer of the Company. He has been a
director of Century Communications since
October 1990 and President and Chief
Operating Officer of Century Communications
since October 1989. From 1979 to October
1989, Mr. Gallagher served in various
financial and executive capacities at Com-
cast Corporation, a cable television and
cellular telephone company, and its
subsidiaries, including Vice President and
Treasurer from November 1984 to October
1989.
</TABLE>

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(table continued from previous page)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR AND OTHER DIRECTORSHIPS OWNED(1) OF CLASS
- ------------------------------------ ------------------------------------------- -------------------- --------
<S> <C> <C> <C>
Rudy J. Graf ....................... Mr. Graf has been President and Chief Class A: 171,719(8) 1.1%
Age: 49 Operating Officer and a Director of the
Director since 1991 Company since August 1991 and was Vice
President, Operations of the Company from
November 1990 to August 1991. Prior to
joining the Company, Mr. Graf served in
various executive capacities, including
Regional Vice President from December 1987
to July 1990 of Metromedia Company, a
cellular telephone company.
William M. Kraus(2)(4)(5) .......... Mr. Kraus is the Chairman of Kraus Sikes Class A: 7,280(9) *
Age: 72 Inc., a publishing company, and has been
Director since 1991 such since 1985. From 1983 to 1985, he was
a Vice President of The Equitable Life
Assurance Society of the United States.
From 1979 to 1983, Mr. Kraus held positions
as the Secretary of the Department of
Development of the State of Wisconsin and
as Assistant to the Governor of the State
of Wisconsin. Mr. Kraus has been a director
of Century Communications since 1986.
David Z. Rosensweig(2)(3)(4) . Mr. Rosensweig has been a Director and Class A: 8,451(10) *
Age: 73 Secretary of the Company since the date of
Director since 1988 its incorporation in 1988 and of Century
Communications since 1985. Mr. Rosensweig
is a member of the New York law firm of
Leavy Rosensweig & Hyman, which acts as
general counsel to the Company and Century
Communications. He has been practicing law
since 1948. Mr. Rosensweig has been a
director of Century Communications since
1982.
</TABLE>

(table continued on next page)

(table continued from previous page)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR AND OTHER DIRECTORSHIPS OWNED(1) OF CLASS
- ------------------------------------ ------------------------------------------- -------------------- --------
<S> <C> <C> <C>
Scott N. Schneider ................. Mr. Schneider has been a Director and Class A: 137,268(11) *
Age: 40 Senior Vice President, Chief Financial
Director since 1991 Officer and Treasurer of the Company since
August 1991. He was a Vice President and
Controller of the Company from the date of
its incorporation in 1988 to August 1991.
Mr. Schneider has been Senior Vice
President and Treasurer of Century
Communications since June 1991, Chief
Financial Officer of Century Communications
since December 1996, an Assistant Secreta-
ry of Century Communications since October
1986 and a Director or Century
Communications since 1994. He was a Vice
President of Century Communications from
October 1986 to June 1991 and was
Controller of Century Communications from
1985 to June 1991. Mr. Schneider has been a
director of Century Communications since
1994.
Peter J. Solomon(5) ................ Mr. Solomon has been Chairman of Peter J. Class A: 25,006(12) *
Age: 60 Solomon Company Limited, an investment
Director since 1991 banking company, since May 1989. From 1985
to May 1989, he was a Vice Chairman and a
member of the Board of Directors of
Shearson Lehman Hutton Inc. and its
predecessor organizations. From 1981 to
1985, he was a Managing Director of Shear-
son Lehman Brothers Inc. and its
predecessor organizations. Mr. Solomon was
a director of Century Communications from
1987 to 1997. Mr. Solomon is also a
director of Charrette Corporation, Culbro
Corporation, Monro Muffler/Brake, Inc.,
Office Depot, Inc., and Phillips-VanHeusen
Corporation. Mr. Solomon has been a
director of Century Communications since
1987.
</TABLE>

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(table continued from previous page)

- ------------

* Less than 1%.
(1) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, secure the right to vote, or to direct the voting of, a
security, or the sole or shared investment power with respect to a security
(i.e., the power to dispose of, or to direct the disposition of, a
security). In addition, for purposes of this table, a person is deemed, as
of any date, to have 'beneficial ownership' of any security that such
person has the right to acquire within 60 days after such date.
(2) Member of the Compensation Committee.
(3) Member of the Executive Committee.
(4) Member of the Employee Stock Option Committee and the 1993 Management
Equity Incentive Plan Committee.
(5) Member of the Audit Committee.
(6) Consists of 5,760 shares which Mr. Ferguson owns directly and 3,066 shares
which Mr. Ferguson has the right to acquire pursuant to a stock option
grant.
(7) Consists of 95,130 shares as to which Mrs. Gallagher is the record and
beneficial owner and as to which Mr. Gallagher disclaims ownership and
151,767 shares which Mr. Gallagher has the right to acquire pursuant to
stock option grants, and 20,000 shares issued under the 1993 Management
Equity Incentive Plan.
(8) Consists of 19,071 shares as to which Mr. Graf is the record and beneficial
holder and 92,648 shares which Mr. Graf has the right to acquire pursuant
to stock option grants and 60,000 shares granted to Mr. Graf under the 1993
Management Equity Incentive Plan.
(9) Consists of 4,214 shares as to which Mr. Kraus or his spouse is the record
and beneficial holder directly and 3,066 shares which Mr. Kraus has the
right to acquire pursuant to stock option grants.
(10) Consists of 3,653 shares as to which Mr. Rosensweig is the record and
beneficial holder and 4,798 shares which Mr. Rosensweig has the right to
acquire pursuant to stock option grants.
(11) Consists of 38,149 shares as to which Mr. Schneider is the record and
beneficial holder and 84,119 shares which Mr. Schneider has the right to
acquire pursuant to stock option grants, and 15,000 shares issued under the
1993 Management Equity Plan.
(12) Consists of 25,006 shares as to which Mr. Solomon is the record and
beneficial holder and 3,066 shares which Mr. Solomon has the right to
acquire pursuant to stock option grants.
(13) Consists of 1,200 shares as to which Mr. Frank Tow has the right to acquire
pursuant to stock option grants.

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors met six times and acted six times by unanimous
written consent during the fiscal year ended May 31, 1998. Each Director
attended all of the meetings of the Board of Directors

and the committees of which said Director was a member, except that each of
Messrs. Ferguson and Solomon did not attend one meeting during the year.

The Compensation Committee, whose members are noted above, makes
recommendations to the Board of Directors concerning the salary and cash bonus
compensation for the Company's Chief Executive Officer and determines the salary
and cash bonus compensation for the Company's other executive officers and
senior management. The Compensation Committee also administers the Company's
1991 Employee Stock Purchase Plan, Incentive Award Plan and 1991 Stock
Equivalent Plan. The 1993 Management Equity Investment Plan is administered by a
separate committee whose membership is the same as the Stock Option Committee,
which makes recommendations to the Board of Directors, which determines the
recipients of awards under this plan, including the number of shares awarded
and, subject to the terms of the plan, the duration of restrictions. The
Compensation Committee determines the participants and selects the recipients of
awards or units under the 1991 Employee Stock Purchase Plan and the 1991 Stock
Equivalent Plan and the amount and terms of compensation granted under each
plan. The Compensation Committee met once during the fiscal year ended May 31,
1998.

The Board of Directors determines the recipients of options under the
Company's 1991 Employee Stock Option Plan (the 'Employee Stock Option Plan') and
the provisions of options granted under such plan, including the option price,
term and number of shares subject to option. The Employee Stock Option
Committee, whose members are noted above, administers the Employee Stock Option
Plan subject to the authority and responsibility of the Board of Directors as
set forth in such plan. The Employee Stock Option Committee met twice during the
fiscal year ended May 31, 1998.

The Executive Committee, whose members are noted above, is empowered,
except as limited by the laws of the State of Delaware, to function with the
full power of the Board of Directors when the Board is not meeting. The
Executive Committee did not meet during the fiscal year ended May 31, 1998.

The Audit Committee, whose members are noted above, recommends to the Board
of Directors the independent auditors to be selected for the Company and reviews
the following matters with the independent auditors: scope and results of the
independent audits; corporate accounting; internal accounting control
procedures; adequacy and appropriateness of financial reporting to shareholders;
and such other related matters as the Audit Committee considers to be
appropriate. The Audit Committee met once during the fiscal year ended May 31,
1998.

The Company has not designated a nominating committee or other committee
performing a similar function. Such matters, to the extent not dealt with
pursuant to the Stock Transfer Agreement, are discussed by the Board as a whole.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers of
the Company (based on amounts reported as salary and bonus for fiscal 1998) for
each of the Company's last three fiscal years (collectively the 'Named
Executives'). Certain of the Company's executive officers, including the
Chairman of the Board and Chief Executive Officer, did not receive any cash
compensation directly from the Company during the fiscal years ended May 31,
1996, 1997 and 1998 but, in accordance with the Services Agreement, were
compensated by Century Communications. Pursuant to the Stockholders Agreement
executed in connection with the Merger, the Services Agreement shall be
terminated upon consummation of the Merger. See 'Principal Shareholders of the
Company -- Proposed Transactions' above. See also 'Certain Relationships and
Related Transactions.'

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------
AWARDS
------------------------
SHARES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
-------------------- STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS AWARDS($) SARS(#) COMPENSATION($)
- ------------------------------------------- ----------- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Bernard P. Gallagher....................... 1998 - 0 - - 0 - $387,500(1) 75,000 - 0 -
Chairman of the Board 1997 - 0 - - 0 - - 0 - 75,000 - 0 -
and Chief Executor Officer 1996 - 0 - - 0 - - 0 - - 0 - - 0 -

Rudy J. Graf............................... 1998 $222,750 $190,000 387,500(1) 35,000 $ 4,750(3)
President and Chief Operating 1997 198,365 125,000 - 0 - 50,000 4,750(3)
Officer 1996 189,575 120,000 322,500(2) - 0 - 4,834(3)

Phillip Mayberry........................... 1998 172,083 145,328 242,188(1) 20,000 4,750(3)
Senior Vice President 1997 147,668 80,000 - 0 - - 0 - 4,750(3)
Senior Vice President, Operations 1996 146,824 60,000 161,250(2) - 0 - 2,962(3)

Thomas Cogar............................... 1998 141,750 75,000 145,312(1) 10,000 4,750(3)
Vice President, Engineering 1997 131,173 40,000 - 0 - 15,000 4,750(3)
1996 128,385 50,000 118,125(2) - 0 - 3,221(3)

Robert Braden.............................. 1998 163,333 125,000 242,188(1) 20,000 4,750(3)
Vice President, Network Services 1997 137,156 75,000 - 0 - 20,000 4,750(3)
1996 136,719 50,000 129,000(2) - 0 - 5,002(3)
</TABLE>

- ------------

(1) The value indicated is based on the closing price of the Class A Common
Stock of the Company on February 23, 1998, the date of grant. The aggregate
number and value (based on the closing price of the Class A Common Stock of
the Company at May 29, 1998, the last trading day of fiscal 1998) of the
restricted shares held by the Named Executives at May 29, 1998 was: Mr.
Graf -- 20,000, $700,000; Mr. Mayberry -- 12,500, $437,500; Mr.
Cogar -- 7,500, $262,500; and Mr. Braden -- 12,500, $437,500. The
restrictions on transferability lapse on the fifth anniversary date of the
date of grant and earlier in the event the award recipient retires after
reaching 65 years of age, dies or becomes disabled or if the Compensation
Committee elects to terminate the restrictions on transfer that are
otherwise applicable. The award recipient has the right to receive dividends
and other distributions paid on the shares of restricted stock.

(2) The value indicated is based on the closing price of the Class A Common
Stock of the Company on August 21, 1995, the date of grant. The aggregate
number and value (based on the closing price of the Class A Common Stock of
the Company at May 29, 1998, the last trading day of fiscal 1998) of the
restricted shares held by the Named Executives at May 29, 1998 was: Mr.
Graf -- 20,000, $700,000; Mr. Mayberry -- 10,000, $350,000; Mr.
Cogar -- 7,500, $262,500; and Mr. Braden -- 8,000, $280,000. The
restrictions on transferability lapse on the fifth anniversary date of the
date of grant and earlier in the event the award recipient retires after
reaching 65 years of age, dies or becomes disabled or if the Compensation
Committee elects to terminate the restrictions on transfer that are
otherwise applicable. The award recipient has the right to receive dividends
and other distributions paid on the shares of restricted stock.

(3) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1998, 1997 and 1996, respectively, under the
Company's Retirement Investment Plan.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Rudy J. Graf, President and
Chief Operating Officer, Philip Mayberry, Senior Vice President, Operations,
Thomas Cogar, Vice President, Engineering and Robert Braden, Vice President,
Network Services. A summary of each employment agreement is set forth below.

The agreement between the Company and Mr. Graf, effective January 1, 1994
and amended by agreement effective April 1, 1998, provides for the employment by
the Company of Mr. Graf as its chief operating officer for a term of six years
commencing on January 1, 1994. The base salary provided for in the agreement is
$175,000 per year through March 31, 1998 and, thereafter, $250,000 per year,
subject to annual increases based upon the percentage increase in the United
States Labor Department consumer price index. Mr. Graf is also eligible to
receive a cash bonus, an award or grant of stock options, shares of the
Company's stock, and any other incentive or stock-related awards awarded or
granted by the Board of Directors of the Company or the applicable committee
thereof. In the event of Mr. Graf's death during the term of the agreement,
payments equal to 50% of the base salary shall continue to be made for the
balance of the term, and in the event of Mr. Graf's permanent disability during
such term, payments equal to 100% of the base salary shall continue to be made
for the balance of the term or twelve months, whichever is longer. If the
agreement is terminated without 'cause' (as defined in the agreement) by the
Company prior to the expiration of the term, Mr. Graf will be entitled to
receive the base salary, an annual cash bonus for the remainder of the term
equal to the most recently awarded cash bonus, and the opportunity to exercise
any stock options previously awarded, whether or not then fully exercisable, to
remain eligible for medical benefits. The Agreement also provides that in the
instance of a change or threatened change in control, as defined, Mr. Graf may
terminate the Agreement and receive the payments and services referenced above,
plus additional amounts to make him whole, on an after-tax basis, for any excise
tax under Section 4999 of the Internal Revenue Code of 1986, as amended,
imposed.

The agreement between the Company and Mr. Mayberry, effective January 1994
and amended by agreement effective April 11, 1998, provides for the employment
by the Company of Mr. Mayberry as its officer in charge of the day-to-day
functioning of the Company's various systems and its operations for a term of
six years commencing on January 1, 1994. The base salary provided for in the
agreement is $140,000 per year through March 31, 1998 and, thereafter, $170,000
per year, subject to annual increases based upon the percentage increase in the
United States Labor Department consumer price index. Mr. Mayberry is also
eligible to receive a cash bonus or any award or grant of stock options, shares
of the Company's stock, or any other incentive or stock-related awards awarded
or granted by the Board of Directors of the Company or the applicable committee
thereof. In the event of Mr. Mayberry's death during the term of the agreement,
payments equal to 50% of the base salary shall continue to be made for the
balance of the term, and, in the event of Mr. Mayberry's permanent disability
during such term, payments equal to 100% of the base salary shall continue to be
made for the balance of the term or twelve months, whichever is longer. If the
agreement is terminated without 'cause' (as defined in the agreement) by the
Company prior to the expiration of the term, Mr. Mayberry will receive the base
salary, an annual cash bonus for the remainder of the term equal to the most
recently awarded cash bonus, and the opportunity to exercise any stock options
previously awarded, whether or not fully exercisable.

The agreement between the Company and Mr. Cogar effective January 1, 1994,
as amended by agreement effective April 1, 1998, provides for the employment by
the Company of Mr. Cogar as the chief engineering officer of the Company for a
term of six years commencing on January 1, 1994. The base salary provided for in
the agreement is $120,000 per year through March 31, 1998 and, thereafter,
$150,000 per year, subject to annual increases based upon the percentage
increase in the United States Labor Department consumer price index. Mr. Cogar
is also eligible to receive a cash bonus or any award or grant of stock options,
shares of the Company's stock, or any other incentive or stock-related awards
awarded or granted by the Board of Directors of the Company or the applicable
committee thereof. In the event of Mr. Cogar's death during the term of the
agreement, payments equal to 50% of the base salary shall continue to be made
for the balance of the term, and in the event of Mr. Cogar's permanent
disability during such term, payments equal to 100% of the base salary shall
continue to be made for the balance of the term or twelve months, whichever is
longer. If the agreement is terminated

without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Cogar will receive the base salary, an annual cash
bonus for the remainder of the term equal to the most recently awarded cash
bonus, and the opportunity to exercise any stock options previously awarded,
whether or not fully exercisable.

The agreement between the Company and Mr. Braden effective September 1,
1995, as amended by agreement effective April 1, 1998, provides for the
employment by the Company of Mr. Braden as its officer in charge of network
services for a term of four years and four months commencing on September 1,
1995. The base salary provided for in the agreement is $125,000 per year through
March 31, 1998 and, thereafter, $170,000 per year, subject to annual increases
based upon the percentage increase in the United States Labor Department
consumer price index. Mr. Braden is also eligible to receive a cash bonus or any
award or grant of stock options, shares of the Company's stock, or any other
incentive or stock-related awards awarded or granted by the Board of Directors
of the Company or the applicable committee thereof. In the event of Mr. Braden's
death during the term of the agreement, payments equal to 50% of the base salary
shall continue to be made for the balance of the term or twelve months,
whichever is longer, and in the event of Mr. Braden's permanent disability
during such term, payments equal to 100% of the base salary shall continue to be
made for the balance of the term or twelve months, whichever is longer. If the
agreement is terminated without 'cause' (as defined in the agreement) by the
Company prior to the expiration of the term, Mr. Braden will receive the base
salary, an annual cash bonus for the remainder of the term equal to the most
recently awarded cash bonus, and the opportunity to exercise any stock options
previously awarded, whether or not fully exercisable.

STOCK OPTIONS

The table below contains information concerning options granted to each of
the Named Executives in February 1998 with respect to fiscal 1998.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------ ANNUAL RATES OF
NUMBER OF PERCENT OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OF BASE OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE --------------------
NAME GRANTED(#) FISCAL YEAR(1) ($/SH) EXPIRATION DATE 5%
- ---------------------------- ------------ ---------------- -------- ----------------- --------------------

<S> <C> <C> <C> <C> <C>
Bernard P. Gallagher........ 75,000 15.4% $19.00 February 23, 2008 $896,175
Rudy J. Graf................ 35,000 7.2 19.00 February 23, 2008 418,215
Phillip Mayberry............ 20,000 4.1 19.00 February 23, 2008 238,980
Thomas Cogar................ 10,000 2.0 19.00 February 23, 2008 119,490
Robert Braden............... 20,000 4.1 19.00 February 23, 2008 238,980

NAME 10%
- ---------------------------- ----------------
<S> <C>
Bernard P. Gallagher........ $2,271,082
Rudy J. Graf................ 1,059,838
Phillip Mayberry............ 605,622
Thomas Cogar................ 302,811
Robert Braden............... 605,622
</TABLE>

- ------------

(1) Such options become exercisable at a rate of 20% on the first, second,
third, fourth and fifth anniversaries of the date of the original grant. All
such options expire after the tenth anniversary of the date of the original
grant.

(2) The information with respect to potential realizable value is presented in
accordance with the requirements of the Commission and is not necessarily
indicative of the actual value that such options will have to the Named
Executives. In order to realize the potential values set forth in the 5% and
10% columns, the price per share of the Class A Common Stock of the Company
would have to be $30.95 and $49.28, respectively.

The table below summarizes the exercise of stock options during fiscal 1998
by the Named Executives and provides information as to the unexercised stock
options held by them at the end of the 1998 fiscal year.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1998
AND FISCAL YEAR-END 1998 OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#)(1) FY-END($)(1)
SHARES --------------- ---------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------- -------------- -------------- --------------- ---------------------

<S> <C> <C> <C> <C>
Bernard P. Gallagher................... - 0 - - 0 - 136,767/115,000 $3,382,117/$2,565,625
Rudy J. Graf........................... - 0 - - 0 - 82,648/95,000 2,039,362/2,003,750
Phillip Mayberry....................... - 0 - - 0 - 36,993/54,000 909,136/1,138,125
Thomas Cogar(2)........................ - 0 - - 0 - 26,728/30,000 667,463/641,250
Robert Braden.......................... - 0 - - 0 - 16,000/44,000 385,000/897,500
</TABLE>

- ------------

(1) Calculated by determining the difference between the exercise price and the
closing price of the Company's Class A Common Stock on the exercise date or
May 31, 1998, as the case may be.

(2) Includes shares owned by his spouse.

DIRECTOR COMPENSATION

During the fiscal year ended May 31, 1998, each Director who was not also
an employee of the Company received quarterly retainers of $3,000 plus a uniform
fee of $750 for each Board and committee meeting attended. In addition, options
for 1,000 shares of Class A Common Stock are automatically granted under the
1993 Non-Employee/Officer Directors' Stock Option Plan to each person who was a
non-employee/officer Director on the date of each annual meeting of shareholders
of the Company. During such period, Directors who were also employees of the
Company received no remuneration for attendance at Board and committee meetings.
The Company believes that such compensation is consistent with compensation paid
to directors in comparable public companies.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended May 31, 1998, the members of the Compensation
Committee were William M. Kraus and David Z. Rosensweig. Mr. Rosensweig also
serves as Secretary of the Company and Century Communications. Mr. Rosensweig is
a member of Leavy Rosensweig & Hyman, which acts as general counsel to the
Company and Century Communications. During fiscal 1998, the Company paid a total
of approximately $426,000 for legal services and disbursements to Leavy
Rosensweig & Hyman.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Certain of the executive, managerial and engineering services required by
the Company are supplied to it by its parent company, Century Communications,
under the Services Agreement (as herein defined), pursuant to which Century
Communications provides the Company with the services of Bernard P. Gallagher,
as its Chief Executive Officer, Scott N. Schneider, as Chief Financial Officer
and Michael G. Harris, as Vice President, Engineering. See 'Certain
Relationships and Related

Transactions.' Accordingly, the Compensation Committee does not set the
compensation of Messrs. Gallagher, Schneider and Harris. Pursuant to the
Stockholders Agreement executed in connection with the Merger, the Services
Agreement shall be terminated upon consummation of the Merger. See 'Principal
Shareholders of the Company -- Proposed Transactions' above.

The Compensation Committee sets the compensation level of the Company's
President and Chief Operating Officer, Rudy J. Graf, its Senior Vice President
for Operations, Phillip Mayberry, its Vice President of Network Services, Robert
Braden, and its Vice President for Engineering, Thomas Cogar. The Compensation
Committee is mindful of the Company's commitment to being a provider of quality
wireless telephone and related services in the areas in which it operates. To
realize these objectives, the Company's compensation levels must be such as to
motivate and retain these individuals.

The compensation to these executives consists of base salary and cash bonus
compensation. Effective January 1, 1994 the Company entered into employment
agreements with each of Messrs. Graf, Mayberry and Cogar. Effective September 1,
1995, the Company entered into an employment agreement with Mr. Braden. Each of
said agreements was amended by agreement effective April 1, 1998. Each agreement
provides, among other things, (i) for a term of six years commencing January 1,
1994 (four years and four months commencing September 1, 1995 in the case of Mr.
Braden), (ii) for the payment of a specified base salary, subject to annual
increases based upon the percentage increase in the United States Labor
Department consumer price index, and (iii) for the payment of a cash bonus or
the award or grant of stock options, shares of the Company's stock or other
incentive or stock-related awards in the discretion of the Board of Directors or
a committee thereof. See 'Employment Agreements.'

In setting the compensation level of Messrs. Graf, Mayberry, Cogar and
Braden, the Compensation Committee relied primarily upon the recommendation of
Mr. Gallagher, the Chairman and Chief Executive Officer of the Company, as the
person in the best position to judge the respective performances of said
individuals. In this regard the Compensation Committee took into consideration
Mr. Gallagher's evaluation of the contributions of said individuals toward (i)
increasing revenues, (ii) increasing the number of subscribers, (iii) increasing
cash flow, (iv) meeting budgetary objectives, and (v) the initiation and
development of the Company's personal communications system business, (vi)
developing the Company's PCS business in Puerto Rico, and (vii) the successful
completion of certain financings. The Compensation Committee believes the
compensation of Messrs. Graf, Mayberry, Braden and Cogar to be appropriate.

The Compensation Committee administers and the Board of Directors makes
grants under the Company's 1991 Employee Stock Purchase Plan, Incentive Award
Plan and 1991 Stock Equivalent Plan. No such grants were made in fiscal 1998.

The Compensation Committee does not administer the Company's 1993
Management Equity Incentive Plan, the Employee Stock Option Plan or the
Non-Employee/Officer Director Stock Option Plan. The Employee Stock Option
Committee makes recommendations to the Board of Directors with respect to grants
under the Company's Employee Stock Option Plan, and the 1993 Management Equity
Incentive Plan Committee makes recommendations to the Board of Directors with
respect to awards under the 1993 Management Equity Incentive Plan. The
Non-Employee/Officer Director Stock Option Plan is self-operating. The Board of
Directors did not make any grants or awards of shares or options with respect to
fiscal 1998 to the Named Executives.

Compensation Committee
William M. Kraus
David Z. Rosensweig

The Compensation Committee's recommendations for compensation for fiscal
1998 were accepted by the Board of Directors.

PERFORMANCE GRAPH

The following graph compares the total returns (assuming reinvestment of
dividends) on the Company's Class A Common Stock, The NASDAQ Stock Market -- US
Index (which includes the Company) and a peer group index consisting of four
corporations in the wireless telephone business selected by the Company in good
faith. The corporations included in the peer group are Commnet Cellular Inc.,
Cellular Communications Inc. -- New, Vanguard Cellular Systems Inc. and Nextel
Communications Inc. McCaw Cellular, which had previously been included in the
peer group, was deleted because it was acquired in September 1994 by AT&T
Wireless. The graph assumes $100 invested in the Company's Class A Common Stock
or in each of the indices on May 31, 1993, including the reinvestment of
dividends, if any.

COMPARISON OF 54 MONTH CUMULATIVE TOTAL RETURN
AMONG CENTENNIAL CELLULAR CORP., THE NASDAQ STOCK MARKET -- U.S. INDEX
AND A PEER GROUP

<TABLE>
<CAPTION>
[PERFORMANCE GRAPH]
5/93 5/94 5/95 5/96 5/97 5/98
<S> <C> <C> <C> <C> <C> <C>
Centennial Cellular Corp. $100 $140 $ 99 $123 $101 $252
Peer Group $100 $141 $ 98 $128 $100 $109
The Nasdaq Stock Market -- US Index $100 $105 $125 $182 $205 $261
</TABLE>

BENEFICIAL OWNERSHIP BY MANAGEMENT

The following table sets forth, as of September 15, 1998, certain
information with respect to the beneficial ownership of shares of Class A Common
Stock by certain Named Executives of the Company and all Directors, nominees for
Director and executive officers as a group. See 'Election of Directors' for
ownership by Directors, nominees for Director and the Named Executives not
listed below.

<TABLE>
<CAPTION>
TITLE OF SHARES OF STOCK PERCENT
NAME CLASS BENEFICIALLY OWNED OF CLASS
- -------------------------------------------------------------------- -------- ------------------ --------

<S> <C> <C> <C>
Phillip Mayberry.................................................... Class A 83,931(1) *
Thomas Cogar........................................................ Class A 56,377(2) *
Robert Braden....................................................... Class A 43,500(3) *
All Directors and executive officers as a group (15 persons)........ Class A 1,120,371(4) 7.1%
Class B - 0 -
</TABLE>

- ------------

* Less than 1%.

(1) Consists of 8,438 shares as to which Mr. Mayberry is the record and
beneficial owner, 42,993 shares which Mr. Mayberry has the right to acquire
pursuant to stock option grants and 32,500 shares granted pursuant to the
1993 Management Equity Incentive Plan.

(2) Consists of 5,494 shares as to which Mr. Cogar is the record and beneficial
owner and 28,662 shares which Mr. Cogar has the right to acquire pursuant to
stock option grants and 17,000 shares granted pursuant to the 1993
Management Equity Incentive Plan. Also includes 4,155 shares as to which
Mrs. Cogar is the record and beneficial owner and 1,066 shares which Mrs.
Cogar has the right to acquire pursuant to stock option grants.

(3) Consists of 20,000 shares which Mr. Braden has the right to acquire pursuant
to stock option grants and 23,500 shares granted pursuant to the 1993
Management Equity Incentive Plan.

(4) Consists of 337,380 shares owned directly by such persons and 588,991 shares
which may be acquired by such persons pursuant to stock option grants and
194,000 shares granted pursuant to the 1993 Management Equity Incentive
Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Century Communications and the Company have entered into a Services
Agreement, dated August 30, 1991, as subsequently amended, extended and renewed
(the 'Services Agreement'), pursuant to which Century Communications, through
its personnel, provides such design, construction, management, operational,
technical and maintenance services to the Company as may be necessary, or as
Century Communications determines may be appropriate, for the wireless
telephone, paging and related systems owned and operated by the Company (the
'Controlled Systems'). Such services also include, but are not limited to,
providing all the services necessary for the monitoring, to the extent possible,
of the activities of the limited partnerships in which the Company has
investment interests in such manner as to protect the interests of the Company.
Such services have historically been provided to the Company by Century
Communications. The Company believes that it is in its best interest for Century
Communications to continue to provide such services until, in the judgment of
the Board of Directors of the Company, the Company has established its own
executive management team capable of providing such services. No annual fee was
paid or was to be paid to Century Communications, and as consideration for the
services rendered and to be rendered under the Services Agreement as originally
adopted, the Company issued to Century Communications the Second Series
Convertible Redeemable Preferred Stock valued at $5,000,000.

The Services Agreement had an original term of five years, to automatically
terminate earlier upon the occurrence of certain events, none of which
transpired under the original agreement. The Services Agreement was amended as
of August 30, 1996, to (i) extend the term to August 30, 2001, unless earlier
terminated by Century Communications on any of August 30, 1997, 1998, 1999 or
2000, and (ii) to provide for the payment to Century Communications of an annual
management fee of $1,000,000.

The Company is obligated to reimburse Century Communications for all costs
incurred by Century Communications or its affiliates (excluding the Company and
its subsidiaries) that are directly attributable to the design, construction,
management, operation and maintenance of the Controlled Systems or to the
performance by Century Communications of its other duties under the Services
Agreement, including all fees and expenses paid to third parties and the
out-of-pocket expenses incurred by Century Communications or its affiliates
(excluding the Company and its subsidiaries) in respect of its employees who are
engaged in the performance of services for the wireless systems controlled by
the Company.

The Company has also agreed to indemnify, defend and hold harmless Century
Communications and its affiliates from any claims, costs, damages (including
consequential damages), losses or expenses (including reasonable attorneys'
fees) arising out of or relating to the Services Agreement or Century
Communications' performance of its responsibilities thereunder, except where
attributable to the gross negligence or willful misconduct of Century
Communications. Any liability of Century Communications to the Company that
results from its willful misconduct or gross negligence is limited to the
aggregate amount of $5,000,000.

Pursuant to the Stockholders Agreement executed in connection with the
Merger, the Services Agreement shall be terminated upon consummation of the
Merger. For further discussion of the Merger and the Merger Agreement, see
'Principal Shareholders of the Company -- Proposed Transactions' above.

The Company has entered into a Facilities Agreement (the 'Facilities
Agreement') with Century-ML Cable Venture (the 'Venture'), which is 50% owned by
Century Communications, and Century-ML Cable Corp., a wholly-owned subsidiary of
the Venture (together with the Venture, 'Century-ML'), pursuant to which the
Company is given the right to use certain of Century-ML's plant and equipment
constituting its fiber network in connection with the Company's Puerto Rico
telecommunications businesses. Pursuant to the Facilities Agreement, the Company
shares the cost of constructing the fiber network used or reserved by the
Company and pays a proportional share of the costs of operating the fiber
network. The Company must also pay any additional franchise fees resulting from
the use by it of the fiber network and a proportionate share of pole attachment
fees and rentals, conduit fees and other related out-of-pocket expenses. The
Facilities Agreement terminates on the earlier to occur of January 31, 2022 and
the expiration of the Century-ML franchise in Puerto Rico.

The Company leases space for the mobile telephone switching office serving
the Southwestern cluster and space on an antenna tower in the Southwestern
cluster from Century Communications for a current annual rental of approximately
$1,200. The Company also leases certain space for equipment in Puerto Rico from
Century-ML. The current annual rent is approximately $2,400. Furthermore, the
Company leases certain office space in Puerto Rico to Century-ML for a current
annual rent of $68,850.

The Company believes that the above transactions between it and Century
Communications and/or Century-ML are or will be, as the case may be, on terms no
less favorable to the Company than would be obtainable at that time in
comparable transactions with unaffiliated parties.

On July 30, 1998, the Company purchased from Century Communications its
carried interest in the wireless systems in Elkhart, Fort Wayne and South Bend,
Indiana, and Battle Creek and Kalamazoo, Michigan. On June 30, 1995, the Company
disposed of its Roanoke, Virginia wireless telephone system, in which Century
Communications also had a carried interest and, accordingly, the Company is
obligated to compensate Century Communications for its carried interest in the
Roanoke system.

Leavy Rosensweig & Hyman, of which David Z. Rosensweig, a Director and
Secretary of the Company, is a member, serves as general counsel to the Company
and Century Communications. See 'Executive Compensation and Other
Information -- Compensation Committee Interlocks and Insider Participation.'

On October 15, 1996, the Company retained Peter J. Solomon Company Limited
('PJSC'), of which Peter J. Solomon, a Director of the Company, is Chairman, to
render financial services to the Company in connection with the possible sale of
certain investment interests of the Company. On May 25, 1998, the Company and
PJSC executed a second agreement pursuant to which the role of PJSC was expanded
to include the rendering of advice to the Company with respect to the possible
business combination or sale of the Company. Pursuant to such agreements with
PJSC, the Company will be obligated to pay PJSC $2,250,000 upon the closing of
the Merger in satisfaction of its payment obligations under both such
agreements.

The Company believes that the transactions between it and Century
Communications, Leavy Rosensweig & Hyman and PJSC are on terms no less favorable
to the Company than would have been available from unaffiliated parties. The
Company will continue to apply its policy that any transaction between the
Company and any of its officers, Directors and principal shareholders be on
terms no less favorable to the Company than would be obtainable at that time in
comparable transactions with unaffiliated parties.

PROPOSED RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected the firm of Deloitte & Touche LLP,
independent accountants, to audit the accounts of the Company and its
subsidiaries for the fiscal year ending May 31, 1999. In accordance with the
Company's policy of seeking annual shareholder ratification of the selection of
auditors, the Company requests that such selection be ratified by shareholders.
The Company has been advised by Deloitte & Touche LLP that, except as described
in the following sentence, neither that firm nor any of its partners has any
other relationship, direct or indirect, with the Company or its subsidiaries.
Deloitte & Touche LLP has also been selected by the Board of Directors of
Century Communications to audit the accounts of Century Communications for its
fiscal year ending May 31, 1999. The Company expects representatives of Deloitte
& Touche LLP to be present at the Annual Meeting, and such representatives will
have the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions from shareholders.

VOTE REQUIRED; RECOMMENDATION

A majority of the votes cast by the holders of all shares of Class A Common
Stock and Class B Common Stock present in person or by proxy and voting at the
Annual Meeting is required for ratification of the selection of Deloitte &
Touche LLP. The Board of Directors recommends that shareholders vote FOR the
proposal to ratify the selection of Deloitte & Touche LLP as independent
accountants for the Company for the fiscal year ending May 31, 1999.

SHAREHOLDER PROPOSALS

If a shareholder wishes to submit a proposal for inclusion in the proxy
statement for the 1999 Annual Meeting of Shareholders, such proposal must be
received by the Company at its principal executive offices not later than June
5, 1999.

OTHER MATTERS

The Board of Directors does not intend to bring any other matters before
the Annual Meeting and does not know of any other business which others intend
to bring before the Annual Meeting. However, if any other matter should properly
come before the Annual Meeting or any adjournment of the Annual Meeting, the
persons named in the accompanying proxy intend to vote on such matters as they,
in their discretion, may determine.

By Order of Board of Directors

DAVID Z. ROSENSWEIG,
DAVID Z. ROSENSWEIG,
Secretary

Dated: October 2, 1998

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.

ON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1998, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED WITHOUT CHARGE FROM SCOTT N.
SCHNEIDER, ASSISTANT SECRETARY, CENTENNIAL CELLULAR CORP., 50 LOCUST AVENUE, NEW
CANAAN, CONNECTICUT 06840.

APPENDIX I -- PROXY CARD

PROXY
CENTENNIAL CELLULAR CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints SCOTT N. SCHNEIDER and ROBERT J. LARSON,
and each of them, proxies of the undersigned, with full power of substitution,
to vote all common stock of Centennial Cellular Corp., a Delaware corporation
(the "Company"), the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on Thursday, October 29, 1998, or at any
adjournment or adjournments thereof, with all the power the undersigned would
possess if personally present, on the following matters:

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

A [X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE

FOR all nominees WITHHOLD
listed to right AUTHORITY for
all nominees

1. Election of [ ] [ ]
Directors

NOMINEES:
Daryl A. Ferguson
Bernard P. Gallagher
Rudy J. Graf
William M. Kraus
David Z. Rosensweig
Scott N. Schneider
Peter J. Solomon
Frank Tow

INSTRUCTION: to withhold authority to vote for any
nominee, write that nominee's name on the line
provided below.

- ----------------------------------------------------

2. Proposal to ratify the selection by the Board of Directors of Deloitte &
Touche LLP as independent accountants for the fiscal year ending May 31,
1999.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. In their discretion, the named proxies are authorized to vote in
accordance with their own judgment upon such other matters as may
properly come before the Annual Meeting.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR PROPOSAL 2 AND THE
PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN
ITEM 3.

The undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting of Shareholders and the Proxy Statement. The undersigned hereby revokes
any proxies heretofore given.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURE __________________ SIGNATURE ___________________ DATED ________, 1998
NOTE: Please complete, date and sign exactly as your name appears hereon. In
the case of joint owners, each owner should sign. When signing as
administrator, attorney, corporate officer, executor, guardian,
trustee, etc., please give your full title as such.