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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)*
Centennial Cellular Corp.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
15133V208
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(CUSIP Number)
Timothy P. Bradley
Signal/Centennial Partners, LLC
10 East 53rd Street, 32nd Floor
New York, NY 10022
212-872-1180
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 7, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of __ Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Signal/Centennial Partners, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) /X/
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of Shares 426,393 shares
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Beneficially 8. Shared Voting Power
Owned by 0
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Each Reporting 9. Sole Dispositive Power
Person With: 426,393 shares
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
426,393 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 1.4%
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14. Type of Reporting Person (See Instructions)
OO
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Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Class A Common Stock,
$.01 par value (the "Common Stock"), of Centennial Cellular Corp., a Delaware
corporation ("Centennial" or the "Issuer"). The principal executive offices
of the Issuer are located at 1305 Campus Parkway, Neptune, New Jersey 07753.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), Signal/Centennial Partners, LLC (the "Reporting
Person") hereby files this statement on Schedule 13D. The Reporting Person
is making this filing because it may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act. However, this statement on
Schedule 13D is being filed solely on behalf of the Reporting Person and not
on behalf of, and does not contain any information on, any other members of
such "group". The Reporting Person hereby disclaims beneficial ownership of
all securities of the Issuer other than those reported herein as being owned
by the Reporting Person.
As further described in Item 6 below, the Reporting Person has
entered into a Stockholders Agreement, dated as of January 7, 1999, by and
among CCW Acquisition Corp., a Delaware corporation ("CCW") (on behalf of
itself and the Issuer, as the successor to CCW by merger, as further
described in Item 3 below), the Reporting Person, Welsh Carson Anderson &
Stowe VIII, L.P. ("Welsh") and certain individual affiliates thereof
(collectively, the "WCAS Purchasers"), Blackstone CCC Capital Partners L.P.,
Blackstone CCC Offshore Capital Partners L.P. and Blackstone Family
Investment Partnership III L.P. (collectively, the "Blackstone Purchasers")
and Michael J. Small, Peter W. Chehayl and Edward G. Owen (collectively, the
"Management Purchasers") (collectively, the "Stockholders"). Pursuant to
Rule 13d-5(b)(1) under the Act, the Stockholders may also be deemed to
constitute a group.
(b)-(c) The Reporting Person is a Delaware limited liability company.
The business of the Reporting Person consists solely of an investment in the
Issuer. The sole administrative member of the Reporting Person is
Signal/Centennial Associates, LLC, a Delaware limited liability company
("Associates"). The sole business of Associates is that of acting as the
administrative member of the Reporting Person. The principal business and
principal office address of the Reporting Person and Associates are: 10 East
53rd Street, 32nd Floor, New York, NY 10022. The managing members of
Associates are Signal Partners, LLC ("Signal", whose managing members are
Timothy P. Bradley and Alfred J. Puchala, Jr.) and S. Muoio & Co. LLC ("SMC",
whose managing member is Salvatore Muoio), each a Delaware limited liability
company. The foregoing individuals are citizens of the United States, and
their respective principal occupations are set forth below.
Name Occupation
- ---- ----------
Timothy P. Bradley Managing Member, Signal Partners, LLC
Alfred J. Puchala, Jr. Managing Member, Signal Partners, LLC
Salvatore Muoio Managing Member, S. Muoio & Co. LLC
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(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
On January 7, 1999, the Reporting Person acquired an aggregate of
426,393 shares of Common Stock of CCW (the "Shares") (after giving effect to
the 3-for-1 stock split effected on January 13, 1999) pursuant to a
Securities Purchase Agreement, dated as of December 29, 1998, among CCW and
the purchasers named therein, including the Reporting Persons (the "Purchase
Agreement") at a purchase price of $14.657 per share (also giving effect to
such split). The Purchase Agreement is incorporated herein as Exhibit A by
reference to the Schedule 13D filed by Welsh on January 19, 1999, and any
description thereof is qualified in its entirety by reference thereto. The
source of these funds was the working capital of the Reporting Person.
As a condition to the Purchase Agreement, contemporaneously with the
closing of the transactions contemplated thereby, CCW merged with and into
Centennial (the "Merger"), as contemplated by an Agreement and Plan of Merger
dated as of July 2, 1998, as amended on November 29, 1998, between CCW and
Centennial (the "Merger Agreement"). The Merger Agreement is incorporated
herein as Exhibit B by reference to Exhibit 2.1 to the Issuer's Report on
Form 8-K filed on July 16, 1998, and any description thereof is qualified in
its entirety by reference thereto.
In accordance with the terms of the Merger Agreement, upon the
effectiveness of the Merger, all of the issued and outstanding CCW Common
Stock was converted on a one-for-one basis into Common Stock of Centennial,
with the result that the total number of shares of Common Stock of Centennial
outstanding would be equal to 92.9% of the total number of the shares of
Common Stock of Centennial that had been issued and outstanding prior to the
Merger.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares for investment purposes.
See Item 6 below regarding plans relating to changes to the Issuer's Board of
Directors, management and other matters.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The following information is based on a total of 31,125,579 shares of
Common Stock outstanding as of January 7, 1999, after giving effect to the
transactions contemplated by the Purchase Agreement and after giving effect
to the 3-for-1 split of the Issuer's Common Stock that was effective
January 13, 1999.
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(a) The Reporting Person 426,393 shares (the "Shares") of Common
Stock, or approximately 1.4% of the outstanding Common Stock.
(b) Associates, as the administrative member of the Reporting Person,
may be deemed to share the beneficial ownership of the Shares. Signal and
SMC as administrative members of Associates, Messrs. Bradley and Puchala, as
the managing members of Signal, and Mr. Muoio, as the managing member of SMC,
may also be deemed to share the power to vote or direct the voting of and to
dispose or direct the disposition of the Shares. All such entities and
individuals hereby disclaim beneficial ownership of the Shares.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the securities of the
Issuer in the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the Shares.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Stockholders Agreement referred to in Item 2 above,
and as further described therein, each Stockholder has agreed to vote, at
each annual or special stockholders meeting called for the election of
directors, and whenever the stockholders of the Issuer act by written consent
with respect to the election of directors, (i)for the authorized number of
Directors on the Issuer's Board of Directors to be established at nine,
(ii)for the election to the Board of Directors of three directors designated
by the WCAS Purchasers, two directors designated by the Blackstone Purchasers
and the Chief Executive Officer and the Chief Operation Officer of the
Issuer, and (iii)for the election by their respective designees to the Board
of Directors to elect one of the designees of the WCAS Purchasers as Chairman
of the Board of Directors.
Among the other provisions of the Stockholders Agreement, subject to
certain exclusions set forth therein, the WCAS Purchasers have agreed that if
one or a group of the WCAS Purchasers wishes to sell, transfer or otherwise
dispose of any or all of a portion of the Common Stock held by him, her or
it, then he, she or it will notify the Issuer of such intent in writing, and
each of the Stockholders other than the WCAS Purchasers (the "Other
Stockholders") will have the right to participate in the proposed transfer of
shares to an extent calculated in accordance with the Stockholders Agreement.
The Stockholders Agreement also provides that under certain conditions, the
WCAS Purchasers may have the right to require the Other Stockholders to sell
securities of the Issuer held by them.
The Issuer has agreed under the Stockholders Agreement to grant
certain preemptive rights to the Stockholders with respect to certain future
offerings of securities by it. The Stockholders Agreement is attached hereto
as Exhibit C, and any description thereof is qualified in its entirety by
reference thereto.
As a condition to the Purchase Agreement, CCW (on behalf of itself
and the Issuer, as the successor to CCW in the Merger) entered into a
Registration Rights Agreement dated January
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7, 1999 with the Stockholders (the "Registration Rights Agreement"). The
Registration Rights Agreement is attached hereto as Exhibit D, and any
description thereof is qualified in its entirety by reference thereto.
Pursuant to the Registration Rights Agreement, at any time after January 7,
2003, the holders of a majority of the outstanding Restricted Stock (as such
term is defined in the Registration Agreement, and which includes the Common
Stock acquired under the Purchase Agreement) then held by the WCAS Purchasers
or the Blackstone Purchasers may request that the Issuer register under the
Securities Act of 1933, as amended (the "Securities Act"), all or a portion
of such stock for resale. The other holders of Restricted Stock would be
eligible to participate in such registration, subject to certain conditions.
In addition, if the Issuer at any time, subject to certain exclusions,
proposes to register under the Securities Act any of its Common Stock for
sale to the public, it will include the Restricted Stock in the securities to
be covered by the proposed registration statement.
The Reporting Person has also entered into a letter agreement with
Welsh regarding the disposition of the Shares, a copy of which is attached as
Exhibit E.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Purchase Agreement (Incorporated by Reference to Exhibit
B to Schedule 13D filed by Welsh on January 19, 1999)
Exhibit B- Merger Agreement (Incorporated by Reference to Exhibit 2.1
to the Issuer's Report on Form 8-K filed on July 16, 1998)
Exhibit C- Stockholders Agreement (Incorporated by Reference to
Exhibit D to Schedule 13D filed by Welsh on January 19, 1999)
Exhibit D - Registration Rights Agreement (Incorporated by Reference
to Exhibit E to Schedule 13D filed by Welsh on January 19, 1999)
Exhibit E - Letter Agreement (Appears at Page __ )
Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: January 18, 1999
SIGNAL/CENTENNIAL PARTNERS, LLC
By: Signal/Centennial Associates, LLC
By: Signal Partners, LLC
By: /s/ Timothy P. Bradley
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Managing Member
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Exhibit 99.E
WELSH, CARSON, ANDERSON
& STOWE VIII, L.P.
320 PARK AVENUE, SUITE 2500
NEW YORK, NEW YORK 10022
December 29, 1998
To each of the Signal Purchasers
referred to below
c/o Signal/Centennial Partners, L.L.C.
10 East 53rd Street 32nd Floor
New York, NY 10022
Attention: Alfred J. Puchala
Centennial Cellular Corp.
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Dear Sirs:
We refer to the Securities Purchase Agreement, dated as of the date
hereof (the "Purchase Agreement"), by and among CCW Acquisition Corp., a
Delaware corporation ("CCW"), the several persons named in Schedule I thereto
(the "WCAS Purchasers"), the several persons named in Schedule II thereto
(the "Blackstone Purchasers"), the several persons named in Schedule III
thereto (each a "Signal Purchaser", and collectively, the "Signal
Purchasers") and the several persons named in Schedule IV thereto (the
"Management Purchasers").
This will confirm our agreement that, in addition to any restrictions
on transfer contained in the Stockholders Agreement (as defined below), no
Signal Purchaser shall sell, assign, pledge or in any manner transfer or
encumber any shares of Common Stock (as defined below) or any right or
interest therein, to any person (each such action, a "Transfer") except
pursuant to a Permitted Transfer (as defined below). For purposes of this
agreement, (i) Stockholders Agreement shall mean and refer to the
"Stockholders Agreement" referred to in the Purchase Agreement, as such
Stockholders Agreement may be amended, modified or supplemented from time to
time and (ii) "Common Stock" shall have the meaning set forth in the
Stockholders Agreement.
Notwithstanding anything to the contrary contained herein, and
subject to compliance in all respects with the terms of the Stockholders
Agreement and the immediately succeeding paragraph, any Signal Purchaser may
at any time effect any of the following Transfers (each a "Permitted
Transfer", and each transferee of such Signal Purchaser, a "Permitted
Transferee"):
(i) any Transfer by a Signal Purchaser to another Signal
Purchaser;
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(ii) with respect to any Signal Purchaser which is not an
individual, any Transfer by such Signal Purchaser to an affiliate of such
entity;
(iii) with respect to any Signal Purchaser who is an individual,
any Transfer by such Signal Purchaser to the spouse or lineal descendants of
such Signal Purchaser, including, without limitation, transfer by bequest or
devise, or to a trust or trusts for the benefit of such Signal Purchaser or
any of the foregoing;
(iv) with respect to any Signal Purchaser which is a limited
partnership or limited liability company, a distribution by such Signal
Purchaser to its limited partners or investor members;
(v) any Transfer by a Signal Purchaser if made with the prior
written consent of Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII");
(vi) any transfer by a Signal Purchaser if made pursuant to
Section 4 or 5 of the Registration Rights Agreement (as defined in the
Purchase Agreement); and
(vii) any transfer by a Signal Purchaser if made pursuant to
Section 3 or 4 of the Stockholders Agreement.
In the case of any Transfer referred to in (i) through (iv) of the
immediately preceding paragraph, the Permitted Transferee shall agree in
writing to be bound by all the provisions of the Stockholders Agreement and
this agreement and shall execute and deliver to WCAS VIII a counterpart to
this agreement; provided, that in addition to the general termination
provisions set forth in the following paragraph, from and after the date on
which WCAS VIII shall have distributed to its partners more than 50% of the
shares of Common Stock purchased by WCAS VIII pursuant to the Purchase
Agreement (the "WCAS VIII Shares"), a Permitted Transferee who shall have
received Common Stock pursuant to clause (iv) above (and the Permitted
Transferees of such Permitted Transferee) shall cease to be bound by the
Stockholders Agreement and this agreement as to that number of shares of
Common Stock held by such Permitted Transferee multiplied by a fraction, the
numerator of which shall equal the total number of WCAS VIII Shares
distributed to its partners and the denominator of which shall equal the
total number of WCAS VIII Shares. WCAS VIII shall notify the Signal
Purchasers in writing of its distribution of more than 50% of the WCAS VIII
Shares to its partners and thereafter shall notify the Signal Purchasers in
writing of the distribution of any WCAS VIII Shares to its partners, in each
case within five business days thereof. Each Permitted Transferee shall hold
shares of Common Stock subject to the provisions of this agreement as a
"Signal Purchaser" hereunder as if such Permitted Transferee were an original
signatory hereto and shall be deemed a party to this agreement.
This agreement shall terminate upon the earlier to occur of (i) the
tenth anniversary of the date hereof or (ii) the consummation of (x) a Public
Offering (as defined in the Stockholders Agreement) by the Company of Common
Stock having an aggregate offering price to the public of not less than
$50,000,000, and (y) the sale, transfer or other disposition (including a
distribution by a limited partnership to its partners) by either the WCAS
Purchasers or the Blackstone Purchasers to persons or entities not required
to become parties hereto of at
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least 50% of the shares of Common Stock held by the WCAS Purchasers or the
Blackstone Purchasers, as the case may be, on the date hereof.
Except for WCAS VIII, this agreement shall not inure to the benefit
of, or be enforceable by, any other party. No Signal Purchaser shall assign
any of its rights or obligations under this agreement without the prior
written consent of WCAS VIII. WCAS VIII shall not assign any of its rights
under this agreement without the prior written consent of a majority in
interest of the Signal Purchasers. Notwithstanding anything to the contrary,
WCAS VIII shall be entitled to assign all of its rights under this agreement,
without obtaining the prior written consent referred to in the preceding
sentence, to (i) a transferee of Common Stock owned by it or (ii) any private
investment partnership or other entity affiliated with WCAS VIII.
This agreement may be executed in any number of counterparts and by
the parties hereto on separate counterparts, each of which counterparts when
executed shall be an original, but all of which shall together constitute one
and the same instrument. This agreement shall be effective upon the Closing
(as defined in the Purchase Agreement).
This agreement may be amended, modified or supplemented only with the
prior written consent of WCAS VIII and a majority in interest of the Signal
Purchasers.
This letter shall be governed by and construed in accordance with the
laws of the State of New York.
Very truly yours,
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII ASSOCIATES LLC,
its General Partner
By: /s/
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Accepted and agreed as of
the first date written above:
SIGNAL/CENTENNIAL PARTNERS, L.L.C.
By: /s/
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Name:
Title:
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