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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 12, 1998
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Centennial Cellular Corp.
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(Exact name of registrant as specified in its charter)
0-19603
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(Commission File Number)
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Delaware 06-1242753
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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 7 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. (the "Company"), issued on October 12, 1998, and the Press Release of the
Company, issued on October 13, 1998, which are attached hereto as Exhibit 1 and
Exhibit 2, respectively.
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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.
CENTENNIAL CELLULAR 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 the Company, dated October 12, 1998.
2. Press Release of the Company, 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. Extends Expiration Date in its Tender Offers for its
8-7/8% Senior Notes due 2001 and its 10-1/8% Senior Notes due 2005 and
Obtains Approval from the Federal Communications Commission of the
Transfer of Control of Material Licenses from the Company to CCW
Acquisition Corp.
New Canaan, CT, Oct. 12, 1998. Centennial Cellular Corp. (the
"Company") (Nasdaq: CYCL-news), a leading independent cellular provider,
announced today that, in connection with its tender offers and consent
solicitations for its outstanding 8-7/8% Senior Notes due 2001 and 10-1/8%
Senior Notes due 2005, it has extended the tender offer expiration date. The
terms of the tender offers remain the same.
The Company is extending the tender offer expiration date to 5:00
p.m. New York City time on November 13, 1998. The original tender offer
expiration date was 5:00 p.m. New York City time on October 14, 1998.
The Company also announced today that, on October 9, 1998, the
Federal Communications Commission (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 CCW
Acquisition Corp., a Delaware corporation organized at the direction of Welsh,
Carson, Anderson & Stowe VIII, L.P. ("WCAS") that are material to the proposed
merger (the "Merger") of the Company with WCAS.
The Merger is subject to certain conditions, including the
expiration of the period to appeal such FCC approvals and the funding of
financing arrangements. There can be no assurances that such appeals will not be
filed or the financing will be obtained. It is expected that the tender offers
would be extended from time to time, if necessary, if at the time of the
scheduled expiration the conditions to the Merger Agreement have not been
satisfied.
As of the close of business on October 8, 1998, approximately
$248.1 million in aggregate principal amount of the 8-7/8% Senior Notes and
approximately $99.7 million of the 10-1/8% Senior Notes had been tendered and
consents had been delivered, representing approximately 99.2% and 99.7%,
respectively, of the $250.0 million aggregate principal amount 8-7/8% Senior
Notes
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and of the $100.0 million aggregate principal amount 10-1/8% Senior Notes
outstanding.
Information regarding the pricing, tender and delivery procedures
and conditions of the tender offers and consent solicitations are contained in
the Offer to Purchase and Consent Solicitation dated September 8, 1998 and
related documents. Documents can be obtained by contacting Beacon Hill Partners,
Inc. at 800-755-5001 or 212-843-8500.
The tender offers and consent solicitations are being managed by
Merrill Lynch & Co. Any questions relating to the tender offers and consent
solicitations may be directed to Merrill Lynch at 888-ML4-TNDR or 212-449-4914.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The offers and consent
solicitations are made only by the Offer to Purchase and Consent Solicitation
dated September 8, 1998.
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EXHIBIT 2
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.
