<PAGE>
As filed with the Securities and Exchange Commission on July 12, 1999.
Registration No. 333-73435
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CENTENNIAL CELLULAR CORP.
CENTENNIAL CELLULAR OPERATING CO. LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 4841 06-1158179
Delaware 4841 13-4035089
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
---------------
1305 Campus Parkway
Neptune, New Jersey 07753
(732) 919-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrants' Principal Executive Offices)
---------------
Michael J. Small
Chief Executive Officer
Centennial Cellular Corp.
1305 Campus Parkway
Neptune, New Jersey 07753
(732) 919-1000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
---------------
with a copy to:
Robert A. Schwed, Esq.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
(212) 841-5700
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
---------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title Of Each Proposed Maximum Proposed Maximum
Class Of Securities To Amount To Be Offering Aggregate Amount Of
Be Registered Registered Price Per Note(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
10 3/4% Senior
Subordinated Notes due
2008, Series B $370,000,000 100% $370,000,000 $102,860*
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</TABLE>
* Fee previously paid.
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Explanatory Note
This Amendment No. 5 to Registration Statement No. 333-73435 of
Centennial Cellular Corp. and Centennial Cellular Operating Co. LLC on Form S-4
is being filed to revise Exhibit 5.1 to the Registration Statement. Exhibit 5.1
is the opinion of our counsel on the validity of the new notes.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") empowers a Delaware corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation to procure a
judgment in its favor under the same conditions, except that no indemnification
is permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses (including attorneys' fees)
which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under any corporation's by-law,
agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Centennial Cellular Corp.
("Centennial") has adopted a by-law that provides that, to the fullest extent
permitted by DGCL, Centennial shall indemnify any person serving as a director
or officer of Centennial and every such director or officer serving at the
request of Centennial as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for expenses
incurred in the defense of, or in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative. Under Section 145 of the DGCL and Centennial's by-laws, such
indemnification shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 18-108 of the Delaware Limited Liability Company Act (the "LLC
Act") empowers a Delaware limited liability company to indemnify and hold
harmless any member or manager or other person from and against any and all
claims and demands whatsoever. In accordance with such section, the limited
liability company agreement of Centennial Cellular Operating Co. LLC
("Centennial Cellular Operating") provides that, to the fullest extent
permitted by the LLC Act, Centennial Cellular Operating shall indemnify a
member, any affiliate of a member, any officers, directors, shareholders,
partners, employees, representatives or agents of a member, or their respective
affiliates, or any employee or agent of Centennial Cellular Operating or its
affiliates (each, a "Covered Person") for any loss, damage or claim incurred by
such Covered Person by reason of
II-1
<PAGE>
any act or omission performed or omitted by such Covered Person in good faith
on behalf of Centennial Cellular Operating and in a manner reasonably believed
to be within such Covered Person's scope of authority.
Each of Centennial and Centennial Cellular Operating has purchased and
maintains insurance to protect persons entitled to indemnification pursuant to
its by-laws or limited liability company agreement (as the case may be), the
DGCL or the LLC Act against expenses, judgments, fines and amounts paid in
settlement, to the fullest extent permitted by the DGCL or the LLC Act (as the
case may be).
Item 21. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S> <C>
3.1 Amended and Restated Certificate of Incorporation of Centennial
Cellular Corp. (incorporated by reference to Exhibit 3.1 to
Centennial Cellular Corp.'s Current Report on Form 8-K filed on
January 22, 1999)...............................................
3.2 Amended and Restated By-Laws of Centennial Cellular Corp.
(incorporated by reference to Exhibit 3.2 to Centennial Cellular
Corp.'s Current Report on Form 8-K filed on January 22, 1999)...
3.3 Certificate of Formation of Centennial Cellular Operating Co.
LLC*............................................................
3.4 Limited Liability Company Agreement of Centennial Cellular
Operating Co. LLC*..............................................
4.1 Indenture dated as of December 14, 1998 between Centennial
Cellular Operating Co. LLC and Centennial Finance Corp. and The
Chase Manhattan Bank, as trustee, relating to the 10 3/4% Senior
Subordinated Notes due 2008 (incorporated by reference to
Exhibit 4.4 to Centennial Cellular Corp.'s Current Report on
Form 8-K filed on January 22, 1999).............................
4.2 Assumption Agreement and Supplemental Indenture, dated as of
January 7, 1999, to the Indenture dated as of December 14, 1998
(incorporated by reference to Exhibit 4.5 to Centennial Cellular
Corp.'s Current Report on Form 8-K filed on January 22, 1999)...
4.3 Form of 10 3/4% Senior Subordinated Note due 2008, Series B of
the registrant (included in Exhibit 4.1)........................
4.4 Registration Rights Agreement, dated as of December 14, 1998,
among Centennial Cellular Operating Co. LLC, Centennial Finance
Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBanc Montgomery Securities LLC, Morgan Stanley & Co.
Incorporated and Chase Securities Inc., as initial purchasers
(incorporated by reference to Exhibit 4.3 to Centennial Cellular
Corp.'s Current Report on Form 8-K filed on January 22, 1999)...
4.5 Pledge and Escrow Agreement, dated as of December 14, 1998, from
Centennial Cellular Operating Co. LLC and Centennial Finance
Corp., as Pledgors, to The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.8 to Centennial Cellular
Corp.'s Current Report on Form 8-K filed on January 22, 1999)...
5.1 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol as to
the legality of the securities being registered.................
10.1 Purchase Agreement, dated December 9, 1998, among Centennial
Cellular Operating Co. LLC, Centennial Finance Corp., and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, NationsBanc
Montgomery Securities LLC, Morgan Stanley & Co. Incorporated and
Chase Securities Inc., as initial purchasers, relating to the
issuance and sale of $370,000,000 aggregate principal amount of
the registrants' 10 3/4% Senior Subordinated Notes due 2008,
Series A*.......................................................
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S> <C>
10.2 Credit Agreement dated as of January 7, 1999 among Centennial
Cellular Operating Co. LLC, as Borrower; Centennial Wireless PCS
Operations Corp., as PR Borrower; Centennial Cellular Corp., as
a Guarantor; the other Guarantors party thereto; each of the
lenders named therein; Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as lead arranging agent;
Nationsbank, N.A., as co-arranger and administrative agent; The
Chase Manhattan Bank, as co-arranger and co-documentation agent;
The Bank of Nova Scotia, as co-documentation agent; Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as syndication agent; and Morgan Stanley Senior Funding, Inc.,
as senior managing agent (incorporated by reference to Exhibit
10.1 to Centennial Cellular Corp.'s Current Report on Form 8-K
filed on January 22, 1999)......................................
10.3 Employment Agreement dated as of January 7, 1999 between
Centennial Cellular Corp. and Michael Small (incorporated by
reference to Exhibit 10.3 to Centennial Cellular Corp.'s Current
Report on Form 8-K filed on January 22, 1999)...................
10.4 Employment Agreement dated as of January 7, 1999 between
Centennial Cellular Corp. and Rudy J. Graf (incorporated by
reference to Exhibit 10.4 to Centennial Cellular Corp.'s Current
Report on Form 8-K filed on January 22, 1999)...................
10.5 Incentive Award Plan, as amended (incorporated by reference to
Exhibit 10.11 to Centennial Cellular Corp.'s Form S-1 filed on
September 27, 1991).............................................
10.6 1993 Management Equity Incentive Plan, (incorporated by
reference to Exhibit 10.9 to Centennial Cellular Corp.'s Annual
Report on Form 10-K for the fiscal year ended May 31, 1994).....
10.7 1993 Non-Employment/Officer Directors' Stock Option Plan,
(incorporated by reference to Exhibit 10.10 to Centennial
Cellular Corp.'s Annual Report on Form 10-K for the fiscal year
ended May 31, 1994).............................................
12.1 Statements re Computation of Ratios*............................
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in their opinion filed as Exhibit 5.1)................
23.2 Consent of Deloitte & Touche LLP................................
24.1 Power of Attorney of the members of the Board of Directors of
the registrant (included in the signature pages of the
Registration Statement).........................................
24.2 Power of Attorney for Thomas E. Bucks*..........................
25.1 Statement on Form T-1 of Eligibility of Trustee*................
99.1 Form of Letter of Transmittal*..................................
99.2 Form of Notice of Guaranteed Delivery*..........................
99.3 First Amended and Restated Stockholders Agreement dated as of
January 20, 1999 among CCW Acquisition Corp. and the Purchasers
named in Schedules I, II, III and IV thereto*...................
99.4 First Amended and Restated Registration Rights Agreement dated
as of January 20, 1999 among CCW Acquisition Corp. and the
Purchasers named in Schedules I, II, III and IV thereto*........
</TABLE>
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*Previously filed.
II-3
<PAGE>
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first
II-4
<PAGE>
class mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the
registrants has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Neptune,
state of New Jersey, on July 12, 1999.
Centennial Cellular Corp.
/s/ Michael J. Small
_____________________________________
Michael J. Small,
President, Chief Executive
Officer and Director
Centennial Cellular Operating Co.
LLC
By: Centennial Cellular Corp., its
sole member
/s/ Michael J. Small
_____________________________________
Michael J. Small,
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Chief Executive July 12, 1999
______________________________________ Officer and Director
Michael J. Small (Principal Executive
Officer)
* Senior Vice President, July 12, 1999
______________________________________ Treasurer and Chief
Peter W. Chehayl Financial Officer
(Principal Financial
Officer)
* Senior Vice President and July 12, 1999
______________________________________ Controller (Principal
Thomas E. Bucks Accounting Officer)
* President and Chief July 12, 1999
______________________________________ Executive Officer
Rudy J. Graf (Centennial de Puerto
Rico), Director
* Director July 12, 1999
______________________________________
Thomas E. McInerney
* Director July 12, 1999
______________________________________
Anthony J. de Nicola
* Director July 12, 1999
______________________________________
Rudolph E. Rupert
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director July 12, 1999
______________________________________
Mark T. Gallogly
* Director July 12, 1999
______________________________________
Lawrence H. Guffey
</TABLE>
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* Pursuant to the Power of Attorney designated as Exhibit 24.1 hereto and
previously included in the S-4 and the Power of Attorney designated as
Exhibit 24.2 hereto:
/s/ Michael J. Small
By: _________________________________
Michael J. Small
Attorney-in-Fact
II-7
<PAGE>
Exhibit 5.1
[Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol]
July 12, 1999
Norwest Bank Minnesota
National Association
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Centennial Cellular Corp.
Centennial Cellular Operating Co. LLC
Ladies and Gentlemen:
We have acted as counsel to Centennial Cellular Corp., a Delaware
corporation, and Centennial Cellular Operating Co. LLC, a Delaware limited
liability company (collectively, the "Companies"), in connection with the
Companies' offer to exchange, pursuant to a registration statement on Form S-4
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), the $370,000,000 aggregate principal amount of its 10 3/4% Senior
Subordinated Notes due 2008, Series B ("New Notes"), for a like amount of its
outstanding 10 3/4% Senior Subordinated Notes due 2008, Series A ("Old Notes").
In that connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or advisable for the purpose
of this opinion, including the Certificate of Incorporation and By-laws of the
Companies.
Based upon the foregoing, we are of the opinion that:
1. Each of the Companies has been duly organized and is validly existing
under the laws of the State of Delaware.
2. The New Notes have been duly and validly authorized by the Companies
and, when issued under the Indenture and the Assumption Agreement and
Supplemental Indenture in substantially the form filed as Exhibits 4.1 and
4.2, respectively, to the Registration Statement in exchange for the Old
Notes, upon the terms and subject to the conditions contained in the
Prospectus comprising part of the Registration Statement and in the Letter
of Transmittal substantially in the form filed as Exhibit 99.1 to the
Registration Statement, will be valid and binding obligations of each of
the Companies.
<PAGE>
Our opinion is limited to matters governed by the federal laws of the
United States of America, the laws of the State of New York and the corporate
law of the State of Delaware. Our opinions are rendered only with respect to
the laws, and the rules, regulations and orders thereunder, which are currently
in effect.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Matters" in the Prospectus which is part of this Registration Statement.
By giving the foregoing consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Reboul, MacMurray, Hewitt, Maynard &
Kristol
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 5 to
Registration Statement No. 333-73435 of Centennial Cellular Corp. on Form S-4
of our reports dated July 17, 1998 appearing in the Annual Report on Form 10-K
of Centennial Cellular Corp. for the year ended May 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Stamford, Connecticut
July 12, 1999
