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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): December 8, 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)
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Item 5. Other Events.
Reference is made to the Press Release of Centennial
Cellular Corp. (the "Company"), issued on December 8, 1998,
which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The following Exhibit is filed as part of this Current Report on Form 8-K:
99.1 Press Release of the Company, dated December 8, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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: December 15, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of the Company, dated December 8, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Centennial Cellular Corp.
Scott N. Schneider
Chief Financial Officer
(203) 972-2000
Centennial Cellular Corp. Announces
Further Details on Status of Merger
New Canaan, CT, December 8, 1998. Centennial Cellular Corp. (the
"Company") (Nasdaq: CYCL-news), a leading independent cellular provider, and
Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS") and certain of its
affiliates jointly announced today that the Securities and Exchange Commission
declared effective the Company's Registration Statement on Form S-4 with respect
to the issuance of common stock of the Company, as the surviving corporation in
the proposed merger (the "Merger") between the Company and CCW Acquisition Corp.
("Acquisition"), a Delaware corporation organized at the direction of WCAS. Upon
consummation of the Merger, such common stock of the surviving corporation will
be received by (i) current holders of Class A Common Stock of the Company who
make an effective election to receive such shares, (ii) by current holders of
Class A Common Stock with respect to which an election to receive common shares
of the surviving corporation has not been made who are required to receive such
shares due to proration or (iii) by current holders of Class B Common Stock of
the Company who are required to receive such shares due to proration.
Pursuant to the Stockholder Agreement, dated as of July 2, 1998,
between Century Communications Corp. ("Century") and Acquisition, Century, the
principal stockholder of the Company, agreed to vote its shares of the Company
in favor of the Merger so long as the merger agreement between the Company and
Acquisition remains in effect. On December 4, 1998, Century executed a written
stockholder's consent in lieu of meeting to approve the Merger. Because Century
controls, on a fully diluted basis, more than a majority of the outstanding
votes of the Company required to approve the Merger, no further vote is
necessary to approve the Merger. However, completion of the Merger is still
subject to certain conditions, including the funding of committed financing,
which financing is no longer subject to any material adverse change in relevant
capital markets. Information Statement/Prospectus materials will be mailed on or
about December 8, 1998 to stockholders of record as of December 4, 1998. A
holder of Class A Common Stock electing to receive common shares of the
surviving corporation must make an election by 5:00 p.m., New York City time, on
January 6, 1999. The Company expects to close the Merger in January 1999.
Any offering of securities in connection with the Merger will be made
only by means of a prospectus.
