CUSIP No.15133V208 Page 1 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1(FN)
Centennial Cellular Corp.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
15133V208
(CUSIP Number)
Michael J. Small Karen C. Wiedemann, Esq.
Chief Executive Officer Reboul, MacMurray, Hewitt,
Centennial Cellular Corp. Maynard & Kristol
1305 Campus Parkway 45 Rockefeller Plaza
Neptune, New Jersey 07753 New York, New York 10111
Tel. (732) 919-1000 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- --------
(FN) 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
356639.1
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CUSIP No.15133V208 Page 2 of 12 Pages
1) Name of Reporting Person Michael J. Small
S.S. or I.R.S. Identification
No. of Above Person
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization U.S.
Number of 7) Sole Voting 30,000 shares of
Shares Beneficially Power Class A Common
Owned by Each Stock, $.01 par
Reporting Person value ("Common
Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 30,000 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 30,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
14) Type of Reporting
Person IN
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CUSIP No.15133V208 Page 3 of 12 Pages
1) Name of Reporting Person Peter W. Chehayl
S.S. or I.R.S. Identification
No. of Above Person
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization U.S.
Number of 7) Sole Voting 7,500 shares of
Shares Beneficially Power Class A Common
Owned by Each Stock, $.01 par
Reporting Person value ("Common
Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 7,500 shares of
tive PCommon Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 7,500 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
14) Type of Reporting
Person IN
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CUSIP No.15133V208 Page 4 of 12 Pages
1) Name of Reporting Person Edward G. Owen
S.S. or I.R.S. Identification
No. of Above Person
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization U.S.
Number of 7) Sole Voting 15,000 shares of
Shares Beneficially Power Class A Common
Owned by Each Stock, $.01 par
Reporting Person value ("Common
Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 15,000 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 15,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP No.15133V208 Page 5 of 12 Pages
Schedule 13D
Item 1. Security and Issuer.
This statement 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"), the undersigned hereby file this statement on Schedule 13D
on behalf of Michael J. Small, Peter W. Chehayl and Edward G. Owen. Messrs.
Small, Chehayl and Owen are sometimes hereinafter referred to as the "Reporting
Persons". The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act. The Agreement among the Reporting Persons to file as a
group (the "Group Agreement") is attached hereto as Exhibit A.
As further described in Item 6 below, the Reporting Persons have
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 Persons, Welsh, Carson, Anderson & Stowe VIII, L.P.,
Welsh, Carson, Anderson & Stowe VII, L.P., WCAS Capital Partners III, L.P., WCAS
Information Partners, L.P. and WCA Management Corporation (collectively, with
certain individual affiliates of such entities, 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 Signal/Centennial Partners, L.L.C.
("Signal")(collectively, the "Stockholders"). Pursuant to Rule 13d-5(b)(1) under
the Act, the Stockholders may also be deemed to constitute a group, however this
statement on Schedule 13D is being filed solely on behalf of the Reporting
Persons and not on behalf of any other members of such group. The Reporting
Persons do not directly or indirectly beneficially own any securities of the
Issuer other than those reported herein as being owned by them.
(b) The business address for each Reporting Person is c/o Centennial
Cellular Corp., 1305 Campus Parkway, Neptune, New Jersey 07753.
356639.1
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CUSIP No.15133V208 Page 6 of 12 Pages
(c) Michael J. Small is the Chief Executive Officer and a Director of
the Issuer. Peter W. Chehayl is the Chief Financial Officer of the Issuer.
Edward G. Owen is the Vice President, Business Development, of the Issuer.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons 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 Persons acquired an aggregate 17,500
shares of Common Stock 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"). The Purchase Agreement is
incorporated herein as Exhibit B by reference to Exhibit B to the Schedule 13D
of the WCAS Purchasers with respect to the Common Stock of the Issuer, as filed
on January 19, 1999 (the "WCAS 13D"), and any description thereof is qualified
in its entirety by reference thereto.
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 C 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.
Pursuant to the Purchase Agreement, CCW sold (i)an aggregate
10,000 shares (including 4,000 shares purchased by Robert W. Baird & Co.,
Trustee F/B/O Michael J. Small Rollover IRA) of Class A Common Stock, $.01 par
value, of CCW ("CCW Common Stock") to Michael J. Small, (ii) 2,500 shares of CCW
Common Stock to Peter W. Chehayl and (iii) 5,000 shares of CCW Common
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CUSIP No.15133V208 Page 7 of 12 Pages
Stock to Edward G. Owen, at a purchase price of $43.9735 per share. The sources
of the funds for such purchases were the personal funds of the Reporting
Persons.
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 Persons have acquired securities of the Issuer for
investment purposes. See Item 6 below regarding plans relating to changes to the
Issuer's Board of Directors and management.
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 after giving effect to the transactions contemplated by
the Purchase Agreement and the 3 for 1 split of the Issuer's Common Stock on
January 13, 1999.
(a) Michael J. Small beneficially owns 30,000 shares of Common Stock
(including 12,000 shares held by Robert W. Baird & Co., Trustee F/B/O Michael J.
Small Rollover IRA), or less than 0.1% of the Common Stock outstanding. Peter W.
Chehayl beneficially owns 7,500 shares of Common Stock, or less than 0.1% of the
Common Stock outstanding. Edward G. Owen beneficially owns 15,000 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(b) Each of the Reporting Persons has the sole power to vote or direct
the voting of and to dispose or direct the disposition of the securities of the
Issuer owned by him.
(c) Except as described in this statement, none of the Reporting
Persons has effected any transaction in the securities of the Issuer in the past
60 days.
(d) No other person has the power to direct the receipt of dividends
on or the proceeds of sales of the securities of the Issuer owned by each
Reporting Person.
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CUSIP No.15133V208 Page 8 of 12 Pages
(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.
In addition to certain other restrictions on transfers of securities
of the Issuer contained in the Stockholders Agreement, the Reporting Persons
have agreed, subject to certain exclusions, not to sell or in any way otherwise
dispose of any shares of capital stock of the Issuer now owned or later acquired
without the prior written consent of the holders of a majority in interest of
the shares of Common Stock then held by the WCAS Purchasers.
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, including the Reporting Persons
(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 incorporated herein
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CUSIP No.15133V208 Page 9 of 12 Pages
as Exhibit D by reference to Exhibit D to the WCAS Schedule 13D, 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 7, 1999 with the Stockholders (the "Registration
Rights Agreement"). The Registration Rights Agreement is incorporated herein as
Exhibit E by reference to Exhibit E to the WCAS Schedule 13D, 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, including the Reporting
Persons, 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.
On January 7, 1999, the Issuer issued options to purchase (subject to
adjustment to reflect the 3 for 1 split of the Common Stock on January 13, 1999)
135,000, 25,000 and 20,000 shares, respectively, of Common Stock to Michael J.
Small, Peter W. Chehayl and Edward G. Owen, at an exercise price of $41.50 per
share. The options become exercisable in increments of 25% on January 7, 2006,
January 7, 2007, January 7, 2008 and January 7, 2009, and expire on January 7,
2009. The terms of the options provide for accelerated vesting to begin as early
as May 31, 1999 in the event that certain financial targets are met.
Item 7. Material to Be Filed as Exhibits.
Exhibit A - Group Agreement (Appears at Page 12)
Exhibit B - Purchase Agreement (Incorporated by Reference to Exhibit B
to the WCAS Schedule 13D)
Exhibit C - Merger Agreement (Incorporated by Reference to Exhibit 2.1
to the Issuer's Report on Form 8-K filed on July 16, 1998)
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CUSIP No.15133V208 Page 10 of 12 Pages
Exhibit D - Stockholders Agreement (Incorporated by Reference to
Exhibit D to the WCAS Schedule 13D)
Exhibit E - Registration Rights Agreement (Incorporated by Reference
to Exhibit E to the WCAS Schedule 13D)
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CUSIP No.15133V208 Page 11 of 12 Pages
Signature
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 19, 1999
/s/ Michael J. Small
Michael J. Small
/s/ Peter W. Chehayl
Peter W. Chehayl
/s/ Edward G. Owen
Edward G. Owen
<PAGE>
CUSIP No. 641881107 Page 12 of 12 Pages
EXHIBIT A
AGREEMENT OF
MICHAEL J.SMALL, PETER W. CHEHAYL AND EDWARD G. OWEN
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: January 19, 1999
/s/ Michael J. Small
Michael J. Small
/s/ Peter W. Chehayl
Peter W. Chehayl
/s/ Edward G. Owen
Edward G. Owen
