<PAGE>
As filed with the Securities and Exchange Commission on July 6, 2000
Post-Effective Amendment
No. 3 to
Registration Statement No.
33-90954
Registration Statement No.
333-39004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Amendment No. 2
To
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT
UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C>
CENTENNIAL COMMUNICATIONS CORP. Delaware 06-1242753
CENTENNIAL CELLULAR OPERATING CO. LLC Delaware 13-4035089
CENTENNIAL CARIBBEAN HOLDING CORP. Delaware 06-1423206
CENTENNIAL PUERTO RICO HOLDING CORP. I Delaware 22-3709790
CENTENNIAL PUERTO RICO HOLDING CORP. II Delaware 22-3709792
CENTENNIAL PUERTO RICO OPERATIONS CORP. Delaware 06-1464113
(Exact Name of Registrant (State or other (I.R.S. Employee
as Specified in its Charter) jurisdiction of Identification Number)
incorporation)
</TABLE>
----------------
1305 Campus Parkway
Neptune, New Jersey 07753
(732) 919-1000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
----------------
Tony L. Wolk, Esq.
Vice President, General Counsel
Centennial Communications 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)
----------------
Copy to:
Edward P. Tolley III, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective as determined by
market conditions and other factors.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
(Continued on following page)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
(Continued from previous page)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Title of Each Class of Aggregate Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
Registered Registered(1)(2) Security(2)(3) Price(1)(2)(3) Fee(2)(3)(4)
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(4)......
Guarantees by Centennial
Communications Corp.,
Centennial Cellular
Operating Co. LLC,
Centennial Caribbean
Holding Corp.,
Centennial Puerto Rico
Holding Corp. I,
Centennial Puerto Rico
Holding Corp. II and
Centennial Puerto Rico
Operations Corp.(4)....
Preferred Stock, par
value $.01 per
share(5)...............
Common Stock, par value
$.01 per share(6)......
Warrants(7).............
Warrant Units(8)........
Total................... $350,000,000 100% $350,000,000 $92,400*
Common Stock, par value
$.01 per share(9)...... 20,000,000 shares $18.00(10) $360,000,000(10) $95,040*
------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
* Paid on June 9, 2000.
(1) The initial public offering price of any debt securities denominated in any
foreign currencies or currency units shall be the U.S. dollar equivalent
thereof based on the prevailing exchange rates at the respective times such
securities are first offered. For debt securities issued with an original
issue discount, the amount to be registered is the amount as shall result
in aggregate gross proceeds of $350,000,000.
(2) Pursuant to General Instruction II.D to Form S-3, the Amount to be
Registered, Proposed Maximum Aggregate Price Offering Price Per Security
and Proposed Maximum Aggregate Offering Price has been omitted for each
class of securities which are registered hereby other than the specified
shares of common stock to be sold by selling stockholders. See note (9).
(3) The registration fee for the unallocated securities registered hereby has
been calculated in accordance with Rule 457(o) under the Securities Act of
1933, as amended, and reflects the maximum offering price of securities
that may be issued rather than the principal amount of any securities that
may be issued at a discount.
(4) Debt securities may be issued separately or upon exercise of warrants to
purchase debt securities which are registered hereby. Debt securities may
be issued by Centennial Communications Corp. or by Centennial Puerto Rico
Operations Corp., an indirect wholly-owned subsidiary of Centennial
Communications Corp. Any debt securities issued by Centennial Puerto Rico
Operations Corp. will be guaranteed by all of its direct and indirect
parent entities, including Centennial Communications Corp. Any debt
securities issued by Centennial Communications Corp. may be guaranteed by
Centennial Puerto Rico Operations Corp. and the direct and indirect parent
entities of Centennial Puerto Rico Operations Corp. other than Centennial
Communications Corp.
(5) An indeterminate number of shares of preferred stock of Centennial
Communications Corp. are covered by this Registration Statement. Shares of
preferred stock may be issued (a) separately, (b) upon the conversion of
debt securities which are registered hereby or (c) upon exercise of
warrants to purchase shares of preferred stock which are registered hereby.
(Footnotes continue on following page)
<PAGE>
(Footnotes continued from prior page)
(6) An indeterminate number of shares of common stock of Centennial
Communications Corp. are covered by this Registration Statement. Common
stock may be issued (a) separately, (b) upon the conversion of either the
debt securities or the shares of preferred stock, each of which are
registered hereby or (c) upon exercise of warrants to purchase shares of
common stock. Shares of common stock issued upon conversion of the debt
securities and the preferred stock will be issued without the payment of
additional consideration.
(7) An indeterminate number of warrants of Centennial Communications Corp.,
each representing the right to purchase an indeterminate number of shares
of preferred stock or shares of common stock, each of which are registered
hereby, are covered by this Registration Statement.
(8) An indeterminate number of warrant units of Centennial Communications
Corp. are covered by this registration statement. Each warrant unit
consists of a warrant under which the holder, upon exercise, will purchase
an indeterminate number of shares of common stock or preferred stock.
(9) Represents shares of common stock to be sold by certain selling
stockholders identified herein.
(10) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the last reported price of Centennial's common stock on June 2,
2000, as reported by Nasdaq.
Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
prospectus herein also relates to the remaining $400,000,000 of debt securities
registered on Form S-3 (Registration No. 33-90954) of Centennial Communications
Corp. (formerly Centennial Cellular Corp.). A filing fee of $172,415 was paid
on April 6, 1995 in connection with $500,000,000 aggregate principal amount of
securities, $400,000,000 of which remain eligible to be sold under such prior
registration statement. This Registration Statement constitutes Post-Effective
Amendment No. 3 to Registration Statement No. 33-90954 and upon the
effectiveness of such Post-Effective Amendment, this Registration Statement and
Registration Statement No. 33-90954 will relate to an aggregate of $750,000,000
of (a) common stock, preferred stock, debt securities and warrants of
Centennial Communications Corp. and/or (b) debt securities of Centennial Puerto
Rico Operations Corp. guaranteed by Centennial Communications Corp. and the
other direct and indirect parent companies of Centennial Puerto Rico Operations
Corp. This Registration Statement will also relate to 20,000,000 shares of
common stock of Centennial Communications Corp. to be sold by selling
stockholders identified herein.
----------------
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 or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
----------------
<PAGE>
PROSPECTUS
[LOGO CENTENNIAL]
$750,000,000
Centennial Communications Corp.
Debt Securities
Preferred Stock
Common Stock
Warrants
CENTENNIAL PUERTO RICO OPERATIONS CORP.
Guaranteed Debt Securities
CENTENNIAL COMMUNICATIONS CORP.
20,000,000 Shares of Common Stock
---------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
---------------
This prospectus is dated July 7, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
FORWARD LOOKING STATEMENTS................................................. i
WHERE YOU CAN FIND MORE INFORMATION ABOUT CENTENNIAL....................... ii
SUMMARY.................................................................... 1
CENTENNIAL COMMUNICATIONS CORP............................................. 3
RECENT DEVELOPMENTS........................................................ 3
CENTENNIAL PUERTO RICO AND THE GUARANTORS.................................. 4
RATIO OF EARNINGS TO FIXED CHARGES......................................... 5
USE OF PROCEEDS............................................................ 5
PRICE RANGE OF COMMON STOCK................................................ 6
DIVIDEND POLICY............................................................ 6
DESCRIPTION OF DEBT SECURITIES............................................. 7
DESCRIPTION OF PREFERRED STOCK............................................. 17
DESCRIPTION OF COMMON STOCK................................................ 20
DESCRIPTION OF WARRANTS.................................................... 24
SELLING STOCKHOLDERS....................................................... 25
PLAN OF DISTRIBUTION....................................................... 28
EXPERTS.................................................................... 30
LEGAL MATTERS.............................................................. 30
</TABLE>
FORWARD LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1955. Where any such forward-looking statement includes a statement of the
assumptions or base underlying such forward-looking statement, we caution you
that assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending upon the circumstances. Where, in any forward-looking statement, we
or our management express an expectation or belief as to future results, we
cannot assure you that the statement of expectation or belief will result or be
achieved or accomplished. The words "believe", "expect", "estimate",
"anticipate", "project" and similar expressions may identify forward-looking
statements.
Taking into account the foregoing, the following are identified as important
factors that could cause actual results to differ materially from those
expressed in any forward-looking statement made by us or on our behalf: our
historical net losses and stockholders' equity (deficit); our historical losses
and substantial debt obligations; the capital intensity of the wireless
telephone business and our debt structure; the competitive nature of the
wireless telephone and other communications services industries; price declines
in roaming rates; regulation; changes and developments in technology;
subscriber cancellations; restrictive covenants and consequences of default
contained in our financing arrangements; control by certain of our stockholders
and anti-takeover provisions; our opportunities for growth through acquisitions
and investments and our ability to manage this growth; local operating hazards
and economic conditions in the areas in which we operate; our ability to manage
and monitor billing; refinancing and interest rate exposure risks; capital
calls associated with our investment interests; and possible health effects of
radio frequency transmission. We assume no obligation to update our forward-
looking statements or to advise of changes in the assumptions and factors on
which they are based.
i
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION ABOUT CENTENNIAL
Centennial Communications Corp. files annual, quarterly and current reports,
proxy statements and other information with the SEC. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities:
. Annual Report on Form 10-K for the year ended May 31, 1999;
. Current Reports on Form 8-K filed July 14, 1999, November 1, 1999,
February 29, 2000, March 21, 2000 and March 22, 2000; and
. Quarterly Reports on Form 10-Q for the quarterly periods ended August
31, 1999, November 30, 1999 and February 29, 2000.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
ii
<PAGE>
SUMMARY
This summary highlights selected information from this prospectus and does
not contain all of the information that may be important to you. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. To understand the terms of our securities, you should
carefully read this document with the applicable prospectus supplement.
Together, these documents will give the specific terms of the securities we are
offering. You should also read the documents we have incorporated by reference
in this prospectus described above under "Where You Can Find More Information
About Centennial".
The Securities We May Offer
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under the shelf registration process, Centennial Communications Corp. may offer
from time to time up to $750,000,000 of any of the following securities, either
separately or in units with other securities:
. debt securities;
. preferred stock;
. common stock; and
. warrants.
All or a portion of such $750,000,000 amount may be debt securities issued
by Centennial Puerto Rico Operations Corp., an indirect wholly-owned subsidiary
of Centennial Communications Corp. Any such debt securities will be fully and
unconditionally guaranteed by, Centennial Communications Corp., Centennial
Cellular Operating Co. LLC, Centennial Caribbean Holding Corp., Centennial
Puerto Rico Holding Corp. I and Centennial Puerto Rico Holding Corp. II, which
collectively comprise all of the direct and indirect parent entities of
Centennial Puerto Rico Operations Corp.
In addition, certain selling stockholders may offer and sell from time to
time an aggregate of 20,000,000 shares of common stock of Centennial
Communications Corp. See "Selling Stockholders."
This prospectus provides you with a general description of the securities we
may offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and other terms of
the securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
Debt Securities
We may offer unsecured general obligations of Centennial Communications
Corp., which may be either senior, senior subordinated or subordinated, and may
be convertible into shares of our common stock. Any of such debt securities may
be guaranteed by, but are not required to be guaranteed by, Centennial Puerto
Rico Operations Corp. and the direct and indirect parent entities of Centennial
Puerto Rico Operations Corp. other than Centennial Communications Corp. In this
prospectus, we refer to the senior debt securities, the senior subordinated
debt securities and the subordinated debt securities of Centennial
Communications Corp. together as the "Centennial debt securities". The senior
debt securities will have the same rank as all of our other unsecured and
unsubordinated debt. The subordinated debt securities and the senior
subordinated debt securities
1
<PAGE>
will be entitled to payment only after payment of our senior debt, including
amounts or guarantees under our senior credit facilities.
The Centennial debt securities will be issued under one of three indentures
between us and a trustee. We have summarized general features of the debt
securities from the indentures. We encourage you to read the indentures, the
form of each of which is an exhibit to the registration statement of which this
prospectus is a part.
All or a portion of the debt securities may be unsecured general obligations
of Centennial Puerto Rico Operations Corp., which we refer to herein as
"Centennial Puerto Rico", which may be either senior, senior subordinated or
subordinated. Any of such debt securities of Centennial Puerto Rico Operations
Corp. will be guaranteed by all of its direct and indirect parent entities,
including Centennial Communications Corp. In this prospectus, we refer to the
senior debt securities, the senior subordinated debt securities and the
subordinated debt securities of Centennial Puerto Rico as the "Centennial
Puerto Rico debt securities", and we refer to the Centennial debt securities
and the Centennial Puerto Rico debt securities collectively as the "debt
securities". The Centennial Puerto Rico senior debt securities will have the
same rank as all of the other unsecured and unsubordinated debt of Centennial
Puerto Rico. The subordinated debt securities and the senior subordinated debt
securities of Centennial Puerto Rico will be entitled to payment only after
payment of Centennial Puerto Rico's senior debt, including amounts or
guarantees under our senior credit facilities.
The Centennial Puerto Rico debt securities will be issued under of one three
indentures between the issuer, the guarantors and a trustee. We have summarized
general features of the Centennial Puerto Rico debt securities from the
indentures. We encourage you to read the indentures, the form of each of which
is an exhibit to the registration statement of which this prospectus is a part.
Preferred Stock
We may issue preferred stock, $.01 par value per share, of Centennial
Communications Corp., in one or more series. Our board of directors will
determine the dividend, voting, conversion and other rights of the series of
preferred stock being offered.
Common Stock
We may issue common stock, par value $.01 per share, of Centennial
Communications Corp. Holders of common stock are entitled to receive dividends
when declared by the board of directors, subject to the rights of holders of
preferred stock. Each holder of common stock is entitled to one vote per share.
Except as described herein, the holders of common stock have no preemptive
rights or cumulative voting rights.
In addition, certain selling stockholders may offer and sell from time to
time an aggregate of 20,000,000 shares of common stock of Centennial
Communications Corp. See "Selling Stockholders."
Warrants
We may issue warrants for the purchase of preferred stock or common stock of
Centennial Communications Corp. We may issue warrants independently or together
with other securities. We may also issue warrant units. Each warrant unit will
consist of a warrant under which the holder, upon exercise, will purchase a
specified number of shares of common or preferred stock.
2
<PAGE>
CENTENNIAL COMMUNICATIONS CORP.
We are a leading independent provider of mobile wireless communications
domestically and of mobile wireless communications and competitive local
exchange services in the Caribbean. Domestically, we own and operate cellular
systems in three clusters located in Michigan/Indiana, Texas/Louisiana and
Arizona/California, incorporating an aggregate of approximately 6.2 million net
pops. These clusters of small city and rural markets are adjacent to major
metropolitan markets and benefit from the rapidly growing levels of traffic
generated by subscribers roaming into our coverage areas. In addition, we own
minority interests, incorporating an aggregate of approximately 1.2 million net
pops, in other domestic cellular operations. Our Caribbean operations are
centered in Puerto Rico (approximately 3.9 million net pops), where we provide
wireless personal communications services, or PCS, and wireless services
including switched voice, Internet and private line services over our own fiber
optic and microwave network. We recently acquired controlling interests in All
America Cables & Radio, Inc. (6.2 million net pops) in the Dominican Republic,
and Paradise Wireless (Jamaica) Limited in Jamaica (1.3 million net pops),
expanding our total number of net pops from approximately 11.2 million to
approximately 18.7 million. We built Centennial through internal growth and
acquisitions from approximately 1.7 million net pops in 1988 to approximately
18.7 million net pops as of May 31, 2000.
The term "pops" as used in this prospectus refers to the population of a
market, derived from, except where otherwise indicated, the 1998 Kagan's
Cellular Telephone Atlas or Kagan's Latin American Wireless Telecommunications
1999, and the term "net pops" as used in this prospectus refers to a market's
pops multiplied by the percentage interest as of May 31, 2000 that we own in an
entity licensed to construct or operate a wireless telephone system in that
market.
Centennial Communications Corp. is a Delaware corporation. Our principal
executive offices are located at 1305 Campus Parkway, Neptune, New Jersey
07753. Our telephone number is (732) 919-1000.
RECENT DEVELOPMENTS
On May 1, 2000 we entered into a definitive agreement to purchase the
remaining 74.9% of the non-wireline (A-side) cellular license and wireless
telephone system serving Lake Charles, Louisiana MSA #192 that we do not
currently own for $42,318,500. We currently own 25.1% of the Lake Charles
license and system and will own 100% upon consummation of the transaction. The
Lake Charles market has a population of approximately 180,000 and connects our
existing Louisiana and Texas service areas. The transaction is subject to
customary closing conditions, including regulatory approval and is expected to
close in the third calendar quarter of 2000.
On May 12, 2000, we acquired a 51% interest in Paradise Wireless (Jamaica)
Limited, a Jamaican company which recently won at auction a 800 MHZ CDMA
license for all of Jamaica for $25.5 million. Jamaica has a population of
approximately 2.6 million.
On May 15, 2000, we entered into a definitive agreement to purchase the
assets of cable television systems serving Aguadilla, Mayaguez, San German and
surrounding communities in Puerto Rico from Pegasus Communications Corporation
for $170 million. The cable systems pass over 170,000 homes in western Puerto
Rico and serve over 55,000 subscribers using 123 route-miles of fiber optic and
1,268 route-miles of coaxial cable. The transaction is subject to customary
closing conditions including regulatory approvals and is expected to close in
the second half of calendar year 2000.
On May 18, 2000, our Board of Directors appointed John M. Scanlon to serve
on Centennial's Board of Directors. Mr. Scanlon is currently Vice Chairman of
Asia Global Crossing.
3
<PAGE>
CENTENNIAL PUERTO RICO AND THE GUARANTORS
Centennial Puerto Rico Operations Corp. is a Delaware corporation and is an
indirect wholly-owned subsidiary of Centennial Communications Corp. The
stockholders of Centennial Puerto Rico are (1) Centennial Puerto Rico Holding
Corp. I which holds a 20% voting interest in Centennial Puerto Rico and all of
its common stock and (2) Centennial Puerto Rico Holding Corp. II which holds a
80% voting interest in Centennial Puerto Rico and all of its preferred stock.
Centennial Puerto Rico Holding Corp. I is a wholly-owned subsidiary of
Centennial Cellular Operating Co. LLC. Centennial Puerto Rico Holding Corp. II
is owned 34% by Centennial Cellular Operating Co. LLC and 66% by Centennial
Caribbean Holding Corp. Centennial Puerto Rico conducts our wireless carrier
and competitive local exchange business in Puerto Rico. Centennial Puerto Rico
is a borrower and a guarantor under our senior credit facilities and has
guaranteed the repayment of our existing 10 3/4% senior subordinated notes due
2008. See the financial statements contained in our quarterly report on Form
10-Q for the fiscal quarter ended February 29, 2000 for certain consolidating
financial information relating to Centennial Puerto Rico.
Any debt securities issued by Centennial Puerto Rico hereunder will be fully
and unconditionally guaranteed by Centennial Communications Corp., Centennial
Cellular Operating Co. LLC, Centennial Caribbean Holding Corp., Centennial
Puerto Rico Holding Corp. I and Centennial Puerto Rico Holding Corp. II, which
together comprise all of the direct and indirect parent entities of Centennial
Puerto Rico. All such entities are Delaware corporations, other than Centennial
Cellular Operating Co. LLC, which is a Delaware limited liability company.
Centennial Communication Corp. and Centennial Cellular Operating Co. LLC are
co-obligors on our existing 10 3/4% senior subordinated notes due 2008.
Centennial Communications Corp. is the issuer of our $180 million subordinated
notes due 2009 and Centennial Cellular Operating Co. LLC is one of the
borrowers under our senior credit facilities. All such entities also guarantee
amounts outstanding under our senior credit facilities.
The principal executive offices for each such entity are located at 1305
Campus Parkway, Neptune, New Jersey 07753. The telephone number is (732) 919-
1000.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the consolidated ratio of earnings to fixed
charges of Centennial Communications Corp. for each of the five most recent
fiscal years and the most recent interim period.
<TABLE>
<CAPTION>
Nine months
ended
February 29,
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges....... (a) (a) (a) (a) (a) 1.09
</TABLE>
--------
(a) For the purposes of determining the ratio of earnings to fixed charges,
earnings are defined as earnings before income taxes, minority interest and
extraordinary items, plus fixed charges. Fixed charges include interest
expense on all debt, amortization of deferred debt issuance costs and one-
third of rental expense on operating leases, which represents that portion
of rental expense deemed to be attributable to interest. The ratio of
earnings to fixed charges was less than one-to-one for the years ended May
31, 1995, 1996, 1997, 1998 and 1999 and, therefore, earnings were
inadequate to cover fixed charges for those periods. The amounts in
thousands by which earnings were less than fixed charges for these fiscal
years were $67,117, $60,088, $70,964, $71,830 and $64,128, respectively.
USE OF PROCEEDS
We will use the net proceeds that we receive from the sale of the securities
offered by this prospectus and the accompanying prospectus supplement for
general corporate purposes. General corporate purposes may include repayment of
other debt, capital expenditures, possible acquisitions and any other purposes
that may be stated in any prospectus supplement. The net proceeds may be
invested temporarily or applied to repay short-term debt until they are used
for their stated purpose.
We will not receive any net proceeds from the sale of any shares of common
stock offered by the selling stockholders.
5
<PAGE>
PRICE RANGE OF COMMON STOCK
Our common stock currently trades in the Nasdaq Stock Market under the
symbol "CYCL". The following table lists the high and low closing prices for
our common stock for the fiscal quarters indicated as reported on the Nasdaq
Stock Market.
<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
Year Ended May 31, 1999
First Quarter................................................... $ 4.61 $ 3.74
Second Quarter.................................................. $ 4.49 $ 2.44
Third Quarter................................................... $11.79 $ 4.39
Fourth Quarter.................................................. $25.58 $10.17
<CAPTION>
High Low
------ ------
<S> <C> <C>
Year Ended May 31, 2000
First Quarter................................................... $16.50 $11.88
Second Quarter.................................................. $20.17 $13.15
Third Quarter................................................... $32.25 $18.31
Fourth Quarter.................................................. $25.06 $15.75
</TABLE>
As of May 31, 2000, there were approximately 122 record holders of our
common stock. Such number does not include persons whose shares are held of
record by a bank, brokerage house or clearing agency, but does include such
banks, brokerage houses and clearing agencies.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and currently intend
for the foreseeable future to retain all cash inflows generated for use in our
business. We are effectively prohibited from paying cash dividends on our
common stock by the provisions of our senior credit facilities.
6
<PAGE>
DESCRIPTION OF DEBT SECURITIES
This section explains the provisions of the debt securities. The terms of
the debt securities offered by any prospectus supplement and any changes from
these terms will be described in the prospectus supplement.
The Centennial debt securities will be general unsecured obligations of
Centennial Communications Corp. The Centennial senior debt securities will be
senior to all subordinated debt of Centennial Communications Corp., including
any outstanding Centennial senior subordinated debt securities and Centennial
subordinated debt securities, including the existing 10 3/4% senior
subordinated notes due 2008. The Centennial senior debt securities will rank
equally with other unsecured, unsubordinated debt of Centennial Communications
Corp.
The Centennial senior subordinated debt securities will be subordinate to
any Centennial senior debt, including our guarantees under our senior credit
facilities, and to certain other debt obligations of Centennial Communications
Corp. that may be outstanding. The Centennial senior subordinated debt
securities will rank equally with certain other senior subordinated debt of
Centennial Communications Corp. that may be outstanding, including the existing
10 3/4% senior subordinated notes due 2008, and senior to certain subordinated
debt of Centennial Communications Corp. that may be outstanding, including any
Centennial subordinated debt securities.
The Centennial subordinated debt securities will be subordinate in right of
payment to any Centennial senior debt, including amounts outstanding under
Centennial's senor credit facilities, and Centennial senior subordinated debt
securities, including the existing 10 3/4% senior subordinated notes due 2008,
and to certain other obligations of Centennial Communications Corp. and will
rank equally with certain other subordinated debt of Centennial Communications
Corp.
The Centennial senior debt securities are to be issued under a supplement to
the indenture, dated as of November 15, 1993, between Centennial and The Bank
of New York, as successor trustee to Bank of Montreal Trust Company. We refer
to this indenture as the "Centennial senior indenture". Centennial senior
subordinated debt securities are to be issued under an indenture to be executed
by Centennial and Norwest Bank Minnesota, National Association, as trustee. We
refer to this indenture as the "Centennial senior subordinated indenture".
Centennial subordinated debt securities are to be issued under an indenture to
be executed by Centennial and Wilmington Trust Company, as trustee. We refer to
this indenture as the "Centennial subordinated indenture". In this prospectus,
the Centennial senior indenture, the Centennial senior subordinated indenture
and the Centennial subordinated indenture are sometimes collectively referred
to as the "Centennial indentures" and the trustees thereunder are sometimes
collectively referred to as the "Centennial trustees" and individually as a
"Centennial trustee".
Any of the Centennial debt securities may be guaranteed by, but are not
required to be guaranteed by, Centennial Puerto Rico Operations Corp. and
certain other direct and indirect parent entities of Centennial Puerto Rico
Operations Corp., as described in the applicable prospectus supplement. The
terms of any such guarantee will be contained in a supplemental indenture to
the applicable Centennial indenture.
The Centennial Puerto Rico debt securities will be general unsecured
obligations of Centennial Puerto Rico. The Centennial Puerto Rico senior debt
securities will be senior to all subordinated debt of Centennial Puerto Rico,
including any outstanding Centennial Puerto Rico senior subordinated debt
securities and Centennial Puerto Rico subordinated debt securities, including
its guarantee of the existing 10 3/4% senior subordinated notes due 2008. The
Centennial Puerto Rico senior debt securities will rank equally with other
unsecured, unsubordinated debt of Centennial Puerto Rico.
The Centennial Puerto Rico senior subordinated debt securities will be
subordinated to any Centennial Puerto Rico senior debt securities and to other
certain debt obligations of Centennial Puerto Rico, including amounts and
guarantees outstanding under our senior credit facilities, that may be
outstanding. The Centennial Puerto Rico senior subordinated debt securities
will rank equally with certain other senior subordinated debt of
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Centennial Puerto Rico that may be outstanding, including its guarantee of the
existing 10 3/4% senior subordinated notes due 2008 and senior to certain
subordinated debt of Centennial Puerto Rico that may be outstanding, including
any Centennial Puerto Rico subordinated debt securities.
The Centennial Puerto Rico subordinated debt securities will be subordinated
in right of payment to any Centennial Puerto Rico senior debt securities,
including amounts and guarantees outstanding under our senior credit
facilities, and Centennial Puerto Rico senior subordinated debt securities and
to certain other obligations of Centennial Puerto Rico, including its guarantee
of the existing 10 3/4% senior subordinated notes due 2008 and will rank
equally with certain other subordinated debt of Centennial Puerto Rico. The
Centennial Puerto Rico debt securities will be guaranteed as described below.
The Centennial Puerto Rico senior debt securities will be issued under a
senior indenture to be executed between Centennial Puerto Rico, and Centennial,
Centennial Cellular Operating Co. LLC, Centennial Caribbean Holding Corp.,
Centennial Puerto Rico Holding Corp. I and Centennial Puerto Rico Holding Corp.
II, as guarantors, and The Bank of New York, as trustee. We refer to this
indenture as the "Centennial Puerto Rico senior indenture". The Centennial
Puerto Rico senior subordinated debt securities will be issued under a senior
subordinated indenture to be executed between Centennial Puerto Rico, and
Centennial, Centennial Cellular Operating Co. LLC, Centennial Caribbean Holding
Corp., Centennial Puerto Rico Holding Corp. I and Centennial Puerto Rico
Holding Corp. II, as guarantors, and Norwest Bank Minnesota, National
Association, as trustee. We refer to this indenture as the "Centennial Puerto
Rico senior subordinated indenture". The Centennial Puerto Rico subordinated
debt securities will be issued under a subordinated indenture to be executed
between Centennial Puerto Rico, and Centennial, Centennial Cellular Operating
Co. LLC, Centennial Caribbean Holding Corp., Centennial Puerto Rico Holding
Corp. I and Centennial Puerto Rico Holding Corp. II, as guarantors, and
Wilmington Trust Company, as trustee. We refer to this indenture as the
"Centennial Puerto Rico subordinated indenture".
The Centennial Puerto Rico senior indenture, the Centennial Puerto Rico
senior subordinated indenture and the Centennial Puerto Rico subordinated
indenture are sometimes referred to individually as a "Centennial Puerto Rico
indenture" and collectively as the "Centennial Puerto Rico indentures" and the
trustees thereunder are sometimes collectively referred to as the "Centennial
Puerto Rico trustees" and individually as a "Centennial Puerto Rico trustee".
The Centennial senior indenture and the Centennial Puerto Rico senior
indenture are sometimes referred to individually as a "senior debt indenture"
and collectively as the "senior debt indentures". The Centennial senior
subordinated indenture and the Centennial Puerto Rico senior subordinated
indenture are sometimes referred to individually as a "senior subordinated
indenture" and collectively as the "senior subordinated debt indentures". The
Centennial subordinated indenture and the Centennial Puerto Rico subordinated
indenture are sometimes referred to individually as a "subordinated indenture"
and collectively as the "subordinated indentures". The Centennial indentures
and the Centennial Puerto Rico indentures are sometimes referred to
individually as an "indenture" and collectively as the "indentures". The
Centennial trustees and Centennial Puerto Rico trustees are sometimes referred
to individually as a "trustee" and collectively as "trustees".
The indentures are substantially identical, except for provisions relating
to guarantees, conversion and subordination. For purposes of the summaries
below, the term "issuer" shall refer to Centennial in the case of Centennial
debt securities and Centennial Puerto Rico in the case of Centennial Puerto
Rico debt securities. The term "obligors" shall refer to Centennial in the case
of Centennial debt securities and Centennial indentures (and, in the event such
debt securities are guaranteed, also to any guarantors thereunder), and
Centennial Puerto Rico and Centennial, Centennial Caribbean Holding Corp.,
Centennial Cellular Operating Co. LLC, Centennial Puerto Rico Holding Corp. I
and Centennial Puerto Rico Holding Corp. II, as "guarantors", in the case of
the Centennial Puerto Rico debt securities and the Centennial Puerto Rico
indentures.
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The Centennial senior debt securities and the Centennial Puerto Rico senior
debt securities may be referred to collectively as "senior debt securities".
The Centennial senior subordinated debt securities and the Centennial Puerto
Rico senior subordinated debt securities may be referred to collectively as
"senior subordinated debt securities". The Centennial subordinated debt
securities and the Centennial Puerto Rico subordinated debt securities may be
referred to collectively as "subordinated debt securities".
General
The indentures do not limit the aggregate principal amount of debentures,
notes or other debt securities which may be issued. The indentures also
provide that debt securities may be issued in one or more series, in such form
or forms, with such terms and up to the amount authorized by the applicable
issuer.
Reference is made to the prospectus supplement for the following terms of
any offered debt securities:
. the identity of the issuer and any guarantor;
. the designation (including whether they are senior debt securities,
senior subordinated debt securities or subordinated debt securities and
whether such debt securities are convertible), aggregate principal amount
and authorized denominations of the offered debt securities;
. the percentage of their principal amount at which such offered debt
securities will be issued;
. the date or dates on which the offered debt securities will mature or the
method of determination thereof;
. the rate or rates (which may be fixed or variable) at which the offered
debt securities will bear interest, if any, or the method by which such
rate or rates shall be determined, any reset features of the rates and
the date or dates from which such interest will accrue or the method by
which such date or dates shall be determined;
. the dates on which any such interest will be payable and the regular
record dates for such interest payment dates;
. any mandatory or optional sinking fund or purchase fund or similar
provisions;
. if applicable, the date after which and the price or prices at which the
offered debt securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed at the option of the applicable issuer
or of the holder thereof and the other redemption terms;
. if applicable, the terms and conditions upon which the offered debt
securities may be convertible into common stock, including the initial
conversion rate, the conversion period and any other provision;
. whether such offered debt securities shall be subject to defeasance and
under what terms;
. any events of default provided with respect to the offered debt
securities that are in addition to or different from those explained
here;
. any subordination terms that are in addition to or different from those
explained here;
. any guarantee terms that are in addition to or different from those
explained here; and
. any other terms of the offered debt securities.
Unless otherwise indicated in the prospectus supplement, the principal of,
premium and interest on the offered debt securities will be payable, and
exchanges and transfers of the debt securities will be handled, at the
applicable trustee's corporate trust office. The applicable issuer will have
the option to pay interest by check mailed to the holder's address as it
appears in the security register.
Unless otherwise indicated in the prospectus supplement, the offered debt
securities will be issued only in fully registered form, without coupons, in
denominations of $1,000 or any integral multiple thereof. No service
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charge will be made for any registration of transfer or exchange of the offered
debt securities, but the applicable issuer may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with an exchange or transfer.
Debt securities may be issued under an indenture as original issue discount
securities to be offered and sold at a substantial discount from the principal
amount thereof. Special federal income tax, accounting and other considerations
applicable to any such original issue discount securities will be described in
the prospectus supplement.
Ranking
The payment of the principal of, premium, if any, and interest on, the
subordinated debt securities will be subordinated, as set forth in the senior
subordinated or subordinated indentures, in right of payment, to the prior
payment in full of all senior indebtedness.
In the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relating to an issuer, a guarantor or to their
respective assets, or any liquidation, dissolution or other winding-up of an
issuer or of a guarantor, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or any assignment for the benefit of
creditors or their marshalling of assets or liabilities of an issuer or of a
guarantor (except in connection with the consolidation or merger of an issuer
or of a guarantor or their respective liquidation or dissolution following the
conveyance, transfer or lease of their respective properties and assets
substantially as an entirety upon the terms and conditions described under
"Consolidation, Merger and Sale of Assets" below), the holders of senior
indebtedness will be entitled to receive payment in full in cash or cash
equivalents of all senior indebtedness, or provision shall be made for such
payment in full, before the holders of subordinated debt securities will be
entitled to receive any payment or distribution of any kind or character (other
than any payment or distribution in the form of equity securities or
subordinated securities of an issuer or of a guarantor or any successor that,
in the case of any such subordinated securities, are subordinated in right of
payment to all senior indebtedness that may at the time be outstanding to at
least the same extent as the subordinated debt securities are so subordinated
(such equity securities or subordinated securities hereinafter being "permitted
junior securities") and any payment made pursuant to the provisions described
under "Satisfaction and Discharge of Indenture; Defeasance" from monies or U.S.
Government Obligations (as defined in the indentures) previously deposited with
the applicable trustee on account of principal of, or premium, if any, or
interest on the subordinated debt securities); and any payment or distribution
of assets of an issuer of any kind or character, whether in cash, property or
securities (other than a payment or distribution in the form of permitted
junior securities and payments made pursuant to the provision described under
"Satisfaction and Discharge of Indenture; Defeasance" from monies or U.S.
Government Obligations previously deposited with the trustee), by set-off or
otherwise, to which the holders of the subordinated debt securities or the
trustee would be entitled but for the provisions of the applicable indenture,
shall be paid by the liquidating trustee or agent or other person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of senior
indebtedness or their representative or representatives ratably according to
the aggregate amounts remaining unpaid on account of the senior indebtedness to
the extent necessary to make payment in full of all senior indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such senior indebtedness.
No payment or distribution of any assets of an issuer or of a guarantor of
any kind or character, whether in cash, property or securities (other than
permitted junior securities and payments made pursuant to the provisions
described under "Satisfaction and Discharge of Indenture; Defeasance" from
monies or U.S. Government Obligations previously deposited with the trustee),
may be made by or on behalf of an issuer or of a guarantor on account of
principal of, premium, if any, or interest on the subordinated debt securities
or on account of the purchase, redemption or other acquisition of subordinated
debt securities upon the occurrence of any default in payment (whether at
stated maturity, upon scheduled installment, by acceleration or otherwise) of
principal of, premium, if any, or interest on designated senior indebtedness (a
"payment default") until such payment default
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shall have been cured or waived in writing or shall have ceased to exist or
such designated senior indebtedness shall have been discharged or paid in full
in cash or cash equivalents.
No payment or distribution of any assets of an issuer or of a guarantor of
any kind or character, whether in cash, property or securities (other than
permitted junior securities and payments made pursuant to the provisions
described under "Satisfaction and Discharge of Indenture; Defeasance" from
monies or U.S. Government Obligations previously deposited with the trustee),
may be made by or on behalf of an issuer or of a guarantor on account of
principal of, premium, if any, or interest on the subordinated debt securities
or on account of the purchase, redemption or other acquisition of subordinated
debt securities for the period specified below (a "payment blockage period")
upon the occurrence of any default or event of default with respect to any
designated senior indebtedness other than any payment default pursuant to which
the maturity thereof may be accelerated (a "non-payment default") and receipt
by the trustee of written notice thereof from the agent bank under the senior
credit facilities (the "agent bank") or other representative of holders of
designated senior indebtedness.
The payment blockage period will commence upon the date of receipt by the
trustee of written notice from the agent bank or such other representative of
the holders of the designated senior indebtedness in respect of which the non-
payment default exists and shall end on the earliest of (1) 179 days thereafter
(provided that any designated senior indebtedness as to which notice was given
shall not theretofore have been accelerated), (2) the date on which such non-
payment default is cured, waived or ceases to exist or such designated senior
indebtedness is discharged or paid in full in cash or cash equivalents or (3)
the date on which such payment blockage period shall have been terminated by
written notice to the trustee or the issuer from the agent bank or such other
representative initiating such payment blockage period, after which the issuer
will resume making any and all required payments in respect of the subordinated
debt securities, including any missed payments. In any event, not more than one
payment blockage period may be commenced during any period of 365 consecutive
days, and there must be at least 186 consecutive days in every 365-day period
during which there is no payment blockage period. No event of default that
existed or was continuing on the date of the commencement of any payment
blockage period will be, or can be made, the basis for the commencement of a
subsequent payment blockage period, unless such default has been cured or
waived for a period of not less than 90 consecutive days subsequent to the
commencement of such initial payment blockage period.
In the event that, notwithstanding the provisions of the preceding four
paragraphs, any payment shall be made to the trustee which is prohibited by
such provisions, then and in such event such payment shall be paid over and
delivered by such trustee to the agent bank and any other representative of
holders of designated senior indebtedness, as their interests may appear, for
application to designated senior indebtedness. After all senior indebtedness is
paid in full and until the subordinated debt securities are paid in full,
holders of the subordinated debt securities shall be subrogated (equally and
ratably with all other indebtedness pari passu with the subordinated debt
securities) to the rights of holders of senior indebtedness to receive
distributions applicable to senior Indebtedness to the extent that
distributions otherwise payable to the holders of the subordinated debt
securities have been applied to the payment of senior indebtedness.
Failure by an issuer to make any required payment in respect of the
subordinated debt securities when due and within any applicable grace period,
whether or not occurring during a payment blockage period, will result in an
event of default under the applicable indenture and, therefore, holders of the
subordinated debt securities will have the right to accelerate the maturity
thereof. See "Defaults, Notice and Waiver."
By reason of such subordination, in the event of liquidation, receivership,
reorganization or insolvency of an issuer or any guarantor, creditors of an
issuer or such guarantor who are holders of senior indebtedness may recover
more, ratably, than the holders of the subordinated debt securities, and assets
which would otherwise be available to pay obligations in respect of the
subordinated debt securities will be available only after all senior
indebtedness has been paid in full in cash or cash equivalents, and there may
not be sufficient assets remaining to pay amounts due on any or all of the
notes.
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"Senior indebtedness" means the principal of, premium, if any, and interest
(including interest, to the extent allowable, accruing after the filing of a
petition initiating any proceeding under any state, federal or foreign
bankruptcy law) on any indebtedness of an issuer or a guarantor (other than as
otherwise provided in this definition), whether outstanding on the date of the
applicable indenture or thereafter created, incurred or assumed, and whether at
any time owing, actually or contingent, unless, in the case of any particular
indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such indebtedness shall
not be senior in right of payment to the subordinated debt securities.
Notwithstanding the foregoing, "senior indebtedness" shall not include:
(1) indebtedness evidenced by the subordinated debt securities or
guarantees,
(2) indebtedness that is subordinate or junior in right of payment to
any indebtedness of an issuer or a guarantor,
(3) indebtedness which when incurred and without respect to any election
under Section 1111(b) of Title 11 of the United States Code, is without
recourse to the issuer,
(4) indebtedness which is represented by capital stock,
(5) any liability for foreign, federal, state, local or other taxes owed
or owing by an issuer or a guarantor to the extent such liability
constitutes indebtedness,
(6) indebtedness of an issuer to a subsidiary or any other affiliate of
an issuer or a guarantor or any of such affiliate's subsidiaries,
(7) to the extent it might constitute indebtedness, amounts owing for
goods, materials or services purchased in the ordinary course of business
or consisting of trade accounts payable owed or owing by an issuer or a
guarantor, and amounts owed by the issuer for compensation to employees or
services rendered to an issuer or a guarantor,
(8) that portion of any indebtedness which at the time of issuance is
issued in violation of the indenture and
(9) indebtedness evidenced by any guarantee of any subordinated
indebtedness.
"Designated senior indebtedness" means (i) all senior indebtedness under the
senior credit facilities and (ii) any other senior indebtedness which at the
time of determination has an aggregate principal amount outstanding of at least
$25.0 million and which is specifically designated in the instrument evidencing
such senior indebtedness or the agreement under which such senior indebtedness
arises as "designated senior indebtedness" by an issuer.
Conversion Rights
The prospectus supplement will provide whether the offered debt securities
will be convertible and, if so, the initial conversion price or conversion rate
at which such convertible debt securities will be convertible into common
stock. Only Centennial debt securities may be convertible into shares of
capital stock of Centennial Communications Corp.; the Centennial Puerto Rico
debt securities will not be convertible. The holder of any convertible debt
security will have the right exercisable at any time during the time period
specified in the prospectus supplement, unless previously redeemed by
Centennial, to convert such debt security at the principal amount (or, if such
debt security is an original issue discount security, such portion of the
principal amount thereof as is specified in the terms of such debt security)
into shares of common stock at the conversion price or conversion rate set
forth in the prospectus supplement, subject to adjustment. The holder of a
convertible debt security may convert a portion of the debt security which is
$1,000 or any integral multiple of $1,000. In the case of debt securities
called for redemption, conversion rights will expire at the close of business
on the date fixed for the redemption as may be specified in the prospectus
supplement, except that in the case of redemption at the option of the holder,
if applicable, such right will terminate upon receipt of written notice of the
exercise of the option.
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In certain events, the conversion rate will be subject to adjustment as set
forth in the Centennial indentures. Such events include:
. the issuance of shares of any class of capital stock of Centennial as a
dividend on the common stock into which the debt securities of such
series are convertible;
. subdivisions, combinations and reclassifications of the common stock into
which debt securities of such series are convertible;
. the issuance to all holders of common stock into which debt securities of
such series are convertible of rights or warrants entitling the holders
(for a period not exceeding 45 days) to subscribe for or purchase shares
of common stock at a price per share less than the current market price
per share of common stock (as defined in the indentures); and
. the distribution to all holders of common stock of evidences of debt of
Centennial or of assets (excluding cash dividends paid from retained
earnings and dividends payable in common stock for which adjustment is
made as referred to above) or subscription rights or warrants (other than
those referred to above).
No adjustment of the conversion price or conversion rate will be required
unless an adjustment would require a cumulative increase or decrease of at
least 1% in such price or rate. Fractional shares of common stock will not be
issued upon conversion, but Centennial will pay a cash adjustment for it.
Convertible debt securities surrendered for conversion between the record date
for an interest payment, if any, and the interest payment date (except
convertible debt securities called for redemption on a redemption date during
such period) must be accompanied by payment of an amount equal to the interest
which the registered holder is to receive.
Defaults, Notice and Waiver
The following are events of default under the indentures with respect to
debt securities of any series issued thereunder:
. default in the payment of interest on any debt security of that series
when due continued for 30 days (whether or not such payment is prohibited
by the subordination provisions of the indenture);
. default in the payment of the principal of (or premium, if any on,) any
debt security of that series at its maturity (whether or not payment is
prohibited by the subordination provisions of the indenture);
. default in the deposit of any sinking fund payment or similar obligation,
when due by the terms of any debt security of that series (whether or not
payment is prohibited by the subordination provisions of the indenture);
. default in the performance, or breach, of any other covenant or warranty
of the applicable entities specified in the indenture or any debt
security of that series (other than a covenant included in the indenture
solely for the benefit of debt securities other than that series),
continued for 90 days after written notice from the trustee or the
holders of 25% or more in principal amount of the debt securities of such
series outstanding;
. certain events of bankruptcy, insolvency or reorganization;
. any guarantee shall for any reason cease to exist or shall not be in full
force and effect enforceable in accordance with its terms; and
. any other event of default provided with respect to debt securities of
that series.
If an event of default with respect to debt securities of any series at the
time outstanding shall occur and be continuing, the trustee or the holders of
not less than 25% in principal amount of outstanding debt securities of that
series may declare the unpaid principal balance immediately due and payable.
However, any time after a
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declaration of acceleration with respect to debt securities of any series has
been made, but before judgment or decree based on such acceleration has been
obtained, the holders of a majority in principal amount of outstanding debt
securities of that series may, rescind and annul such acceleration. For
information as to waiver of defaults, see "Modification and Waiver."
Reference is made to the prospectus supplement relating to any series of
offered debt securities which are original issue discount securities for the
particular provision relating to acceleration of the maturity of a portion of
the principal amount of such original issue discount securities upon the
occurrence of an event of default and the continuation thereof.
The applicable issuer must file annually with each trustee an officers'
certificate stating whether or not the issuer is in default in the performance
and observance of any of the terms, provisions and conditions of the respective
indenture and, if so, specifying the nature and status of the default.
Each indenture provides that the trustee, within 90 days after the
occurrence of a default, will give to holders of debt securities of any series
notice of all defaults with respect to such series known to it, unless such
default was cured or waived; but, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any debt
security of such series or in the payment of any sinking fund or similar
obligation installment with respect to debt securities of such series, the
trustee shall be protected in withholding such notice if the board of directors
or such committee of directors as designated in such indenture or responsible
officer of the trustee in good faith determines that the withholding of such
notice is in the interest of such holders.
Each indenture contains a provision entitling the trustee to be indemnified
by holders of debt securities before proceeding to exercise any right or power
under such indenture at the request of any such holders. Each indenture
provides that the holders of a majority in principal amount of the outstanding
debt securities of any series may, subject to certain exceptions, direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred upon the trustee
regarding the debt securities of such series. The right of a holder to
institute a proceeding with respect to each indenture is subject to certain
conditions precedent including notice and indemnity to the trustee, but the
holder has an absolute right to receipt of principal and interest when due and
to institute suit for payment of principal and interest.
Consolidation, Merger and Sale of Assets
Unless otherwise indicated in the prospectus supplement relating to offered
debt securities, the applicable issuer, or, in the case of Centennial Puerto
Rico debt securities, Centennial Cellular Operating Co. LLC, without the
consent of any holder of outstanding debt securities, may consolidate with or
merge into any other person, or convey, transfer or lease its assets
substantially as an entirety to, any person, provided that the person formed by
such consolidation or into which the applicable issuer is merged or the person
which acquires by conveyance or transfer or lease the assets of the applicable
issuer substantially as an entirety is organized under the laws of any United
States jurisdiction and assumes the applicable issuer's obligations on the debt
securities and under the indenture, that after giving effect to the
transaction, no event of default, and no event which, after notice or lapse of
time or both, would become an event of default, shall have happened and be
continuing, and that certain other conditions are met.
Modification and Waiver
Modification and amendments of the indentures may be made by the applicable
issuer and the trustee with the consent of the holders of a majority in
principal amount of the outstanding debt securities of each series affected
provided, that no modification or amendment may, without the consent of the
holder of each outstanding debt security affected:
. change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security;
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. reduce the principal amount of, or any premium or interest, on any debt
security;
. reduce the amount of principal of an original issue discount security
payable upon acceleration of the maturity thereof;
. adversely affect any right of repayment at the option of the holder of
any security, or reduce the amount of, or postpone the date fixed for,
the payment of any sinking fund or analogous obligation of the holder or
modify the payment terms of any sinking fund or similar obligation;
. impair the right to commence suit for the enforcement of any payment on
or with respect to any debt security; or
. reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of the holders of which is required for
modification or amendment of the indenture or for waiver of compliance
with certain provisions of the indenture or for waiver of certain
defaults.
Without the consent of any holder of outstanding debt securities, the
applicable issuer may amend or supplement the indentures and each series of
debt securities to cure any ambiguity or inconsistency or to provide for debt
securities in bearer form in addition to or in place of registered debt
securities or to make any other provisions that do not adversely affect the
rights of any holder of outstanding debt securities; including adding
guarantees.
The holders of a majority in principal amount of the outstanding debt
securities of any series may on behalf of the holders of all debt securities of
that series waive any past default under the indenture with respect to that
series, except a default in the payment of the principal of (or premium, if
any) or interest on any debt security of that series or in respect of a
provision which under such indenture cannot be modified or amended without the
consent of the holder of each outstanding debt security of that series.
Satisfaction and Discharge of Indenture; Defeasance
Each indenture may be discharged upon payment of the principal, premium and
interest on all the debt securities and all other sums due thereunder. In
addition, the indentures provide that if, at any time after the date thereof,
the applicable issuer, if so permitted with respect to debt securities of a
particular series, shall deposit with the trustee, in trust for the benefit of
the holders thereof, (i) funds sufficient to pay, or (ii) U.S. government
obligations as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay, all sums due
for the principal of (and premium, if any) and interest, if any, on the debt
securities of such series, as they shall become due from time to time, and
certain other conditions are met, the trustee shall cancel and satisfy such
indenture with respect to such series, to the extent provided therein. The
prospectus supplement describing the debt securities of such series will more
fully describe the provisions, if any, relating to such cancellation and
satisfaction of the indenture with respect to such series.
Guarantees
Payment of the principal of, premium, if any, and interest on the Centennial
Puerto Rico debt securities will be guaranteed jointly and severally, by
Centennial, Centennial Caribbean Holding Corp., Centennial Cellular Operating
Co. LLC, Centennial Puerto Rico Holding Corp. I and Centennial Puerto Rico
Holding Corp. II. The guarantees will be made on a senior, senior subordinated
or subordinated basis corresponding to the relative ranking of the underlying
debt securities.
The obligations of each guarantor under its guarantee will be limited so as
not to constitute a fraudulent conveyance under applicable U.S. federal or
state laws. Each guarantor that makes a payment or distribution under its
guarantee will be entitled to a contribution from any other guarantor in a pro
rata amount based on the net assets of each guarantor determined in accordance
with generally accepted accounting principles.
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<PAGE>
A guarantee issued by any guarantor will be automatically and
unconditionally released and discharged upon any sale, exchange or transfer to
any person not an affiliate of Centennial of all of Centennial's capital stock
in, or all or substantially all the assets of, such guarantor.
Any of the Centennial debt securities may be guaranteed by Centennial Puerto
Rico Operations Corp. and its direct and indirect parent entities other than
Centennial Communications Corp. The terms of any such guarantee will be
described in the applicable prospectus supplement and set forth in the
applicable supplemental indenture.
Trustees
The Bank of New York, as successor trustee to Bank of Montreal Trust Company
is the trustee with respect to Centennial's existing 8 7/8% Notes due 2001 and
10 1/8% Notes due 2005 which were issued under the senior indenture and will
rank equally with any other senior debt securities of Centennial. Norwest Bank
Minnesota, National Association is the trustee with respect to the existing 10
3/4% senior subordinated notes due 2008 of Centennial Communications Corp. and
Centennial Cellular Operating Co. LLC, guaranteed by Centennial Puerto Rico
Operations Corp. The trustees may perform certain services for and transact
other banking business with Centennial or Centennial Puerto Rico from time to
time in the ordinary course of business.
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<PAGE>
DESCRIPTION OF PREFERRED STOCK
The following description summarizes some general terms that will apply to
each series of preferred stock that Centennial Communications Corp. may issue.
It is not complete, and we refer you to the amended and restated certificate of
incorporation and the form of the Certificate of Designations Powers,
Preferences and Rights for preferred stock, which we will file with the SEC
upon any offering of preferred stock. Although our amended and restated charter
authorizes the issuance of up to 10 million shares of preferred stock, par
value $.01 per share, in series, we currently have no preferred stock
outstanding.
Specific Terms of Each Series
Each time that we issue a new series of preferred stock, we will file with
the SEC a definitive certificate of designations, and the prospectus supplement
relating to that new series will specify the particular amount, price and other
terms of that preferred stock. These terms will include:
. the designation of the title of the series;
. dividend rates;
. redemption provisions, if any;
. special or relative rights in the event of liquidation, dissolution,
distribution or winding up of Centennial;
. sinking fund provisions, if any;
. whether the preferred stock will be convertible into our common stock or
other securities of Centennial or exchangeable for securities of any
other person;
. voting rights; and
. any other preferences, privileges, powers, rights, qualifications,
limitations and restrictions, not inconsistent with the amended and
restated certificate of incorporation and by-laws.
The shares of any series of preferred stock will be, when issued, fully paid
and non-assessable. The holders of the preferred stock will not have preemptive
rights.
The prospectus supplement relating to the new series will specify whether
the series of preferred stock will be issued separately, as part of warrant
units or upon exercise of warrants.
Ranking
Each new series of preferred stock will rank equally with each other series
of preferred stock and prior to our common stock regarding the distribution of
dividends or disposition of other assets, unless otherwise specified in the
applicable prospectus supplement.
Dividends
Holders of each new series of preferred stock will be entitled to receive
cash dividends, if declared by the board of directors out of funds legally
available for cash dividends. For each series, we will specify in the
applicable prospectus supplement:
. the dividend rates;
. whether the rates will be fixed or variable or both;
. the dates of distribution of the cash dividends; and
. whether the dividends on any series of preferred stock will be cumulative
or non-cumulative.
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<PAGE>
We will pay dividends to holders of record of preferred stock as they appear
on our records, on the record dates fixed by the board of directors.
We cannot declare or pay full dividends on funds set apart for the payment
of dividends on any series of preferred stock unless dividends have been paid
or set apart for payment on a proportionate basis with other equity securities
which rank equally with the preferred stock regarding the distribution of
dividends. If we do not pay full dividends on all equity securities which rank
equally, then each series of preferred stock will share dividends in proportion
with our other equity securities that rank equally with that series.
Conversion and Exchange
The prospectus supplement for any new series of preferred stock will state
the terms and other provisions, if any, on which shares of the new series of
preferred stock are convertible into shares of our common stock or exchangeable
for securities of a third party.
Redemption
We will specify in the prospectus supplement applicable to each new series
of preferred stock:
. whether it will be redeemable at any time, in whole or in part, at the
option of Centennial or the holder of the preferred stock;
. whether it will be subject to mandatory redemption pursuant to a sinking
fund or on other terms; and
. the redemption prices.
In the event that preferred stock is partially redeemed, the shares to be
redeemed will be determined by lot, on a proportionate basis or any other
method determined to be equitable by the board of directors.
Dividends will cease to accrue on shares of preferred stock called for
redemption, and all rights of holders of redeemed shares will terminate, on and
after a redemption date, except for the right to receive the redemption price,
unless Centennial defaults in the payment of the redemption price.
Liquidation Preference
Upon the voluntary or involuntary liquidation, dissolution or winding up of
Centennial, holders of each series of preferred stock will be entitled to
receive:
. distributions upon liquidation in the amount set forth in the applicable
prospectus supplement; plus
. any accrued and unpaid dividends.
These payments will be made to holders of preferred stock out of our assets
available for distribution to stockholders before any distribution is made on
any securities ranking junior to the preferred stock regarding liquidation
rights.
In the event that holders of preferred stock are not paid in full upon a
liquidation, dissolution or winding up of Centennial, then these holders will
share, on a proportionate basis, any future distribution of our assets with
holders of our other securities that rank equally with them.
After payment of the full amount of the liquidation preference to which they
are entitled, the holders of each series of preferred stock will not be
entitled to any further participation in any distribution of assets of
Centennial.
Voting Rights
The holders of shares of preferred stock will have no voting rights except
as indicated in the certificate of designations relating to the series, the
applicable prospectus supplement or as required by applicable law.
Transfer Agent and Registrar
We will specify each of the transfer agent, registrar, dividend disbursing
agent and redemption agent for shares of each new series of preferred stock in
the applicable prospectus supplement.
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<PAGE>
Reservation of Common Stock
Centennial will reserve the full number of shares of its common stock
issuable on conversion of the preferred stock out of the total of its
authorized but unissued shares of common stock or common stock held as treasury
shares to permit the conversion of the preferred stock into shares of common
stock.
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<PAGE>
DESCRIPTION OF COMMON STOCK
This is a summary of the material terms and provisions of our common stock
and we refer you to our amended and restated certificate of incorporation,
which has been filed as an exhibit to the registration statement of which this
prospectus is a part.
Our authorized capital stock consists of 150,000,000 shares, of which
140,000,000 are shares of common stock, par value $.01 per share, and
10,000,000 are shares of preferred stock, par value $.01 per share. As of May
31, 2000, 94,343,211 shares of common stock were issued and outstanding. All
issued and outstanding shares of common stock are fully paid and nonassessable,
and all shares of common stock offered pursuant to any prospectus supplement
will be fully paid and nonassessable when issued.
Dividends
Holders of shares of common stock are entitled to receive such dividends as
may be declared by our board of directors out of funds legally available for
such purpose. See "Dividend Policy."
Voting Rights
Holders of shares of common stock are entitled to one vote per share.
Liquidation Rights
Upon our liquidation, dissolution or winding up, the holders of the common
stock are entitled to share ratably in all assets available for distribution
after payment in full of creditors and holders of preferred stock.
Summary of Stockholders' Agreement; Registration Rights; and Preemptive Rights
Stockholders' Agreement. Under our amended and restated stockholders
agreement, our principal stockholders have agreed to establish and maintain for
Centennial a board of directors consisting of up to nine members. Our directors
are elected as described below.
. So long as the Welsh Carson investors own 25% of the common shares
purchased by them on January 7, 1999, they can elect three directors. The
chairman of Centennial's board of directors, who is currently Thomas E.
McInerney, is selected by the Welsh Carson investors.
. So long as The Blackstone Group investors own 25% of the common shares
purchased by them on January 7, 1999, they can elect two directors.
. Our Chief Executive Officer, who is currently Michael J. Small, serves on
Centennial's board of directors.
. The remaining directors are elected by all of Centennial's stockholders,
including Centennial's principal stockholders. These outside directors
must be qualified as independent directors under NASDAQ rules and cannot
be members of our management or affiliated with any of Centennial's
stockholders who are party to the amended and restated stockholders
agreement.
The amended and restated stockholders agreement places restrictions on the
ability of Messrs. Small, Chehayl and Owen (senior executives of Centennial) to
transfer shares of common stock owned in their names or on their behalf without
the consent of the Welsh Carson investors. There are exceptions for transfers
in registered public offerings or to their spouses or children or to family
trusts. In addition, the amended and restated stockholders agreement allows the
Welsh Carson investors to repurchase at fair market value any shares owned by
any of these management investors at the time of the termination of their
employment.
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<PAGE>
The amended and restated stockholders agreement grants The Blackstone Group
investors, Messrs. Small, Chehayl and Owen, Signal/Centennial Partners, L.L.C.
and Guayacan Private Equity Fund, L.P. the right to participate in any sale of
common shares by any of the Welsh Carson investors. These co-sale provisions
do not apply to transfers by Welsh Carson investors to affiliates, transfers
by any of the Welsh Carson investors that are limited partnerships to their
limited partners and transfers by Welsh Carson investors that are individuals
to their spouses or children or to family trusts.
The amended and restated stockholders agreement grants the Welsh Carson
investors the right to require
. The Blackstone Group investors,
. Messrs. Small, Chehayl and Owen, and
. Signal/Centennial Partners, L.L.C. and Guayacan Private Equity Fund, L.P.
to sell their shares of common stock to a third party who offers to buy at
least 80% of Centennial's capital stock. The sale of Centennial must be for
cash or marketable securities and must require that we pay the fees and
expenses of the selling stockholders. This right will terminate if and when
The Blackstone Group investors own more shares of common stock than the Welsh
Carson investors.
Centennial has granted preemptive rights to purchase shares of Centennial's
common stock in proportion to the ownership of the stockholder in the
situations described below to
. the Welsh Carson investors,
. The Blackstone Group investors,
. Messrs. Small, Chehayl and Owen, and
. Signal/Centennial Partners, L.L.C. and Guayacan Private Equity Fund, L.P.
These preemptive rights apply to any sale by us of common shares or securities
convertible into or exchangeable for common shares such as convertible debt,
options or warrants. Issuances of employee stock options and registered public
offerings are excluded from the preemptive rights provisions of the amended
and restated stockholders agreement.
The amended and restated stockholders agreement grants to the Welsh Carson
investors a right of first offer that applies to sales of common shares by The
Blackstone Group investors. This means that if any of The Blackstone Group
investors wishes to sell its shares, it must first allow the Welsh Carson
investors to make an offer to purchase the shares. If an offer is made by any
of the Welsh Carson investors, The Blackstone Group investors cannot sell the
shares to a third party on material terms which are the same as, or more
favorable, in the aggregate, to, the terms offered by the Welsh Carson
investors for the shares. This right of first offer does not apply to sales by
The Blackstone Group investors to their affiliates, sales pursuant to
registered public offerings or sales in compliance with the Securities Act or
distributions by any of The Blackstone Group investors which are limited
partnerships to their limited partners.
Centennial has agreed not to take any of the following actions without the
approval of the Welsh Carson investors and The Blackstone Group investors
until the amended and restated stockholders agreement is terminated:
(1) amend, alter or repeal Centennial's certificate of incorporation or
Centennial's by-laws in any manner that adversely affects
. respective rights, preferences or voting power of our common stock, or
. the rights of the stockholders party to the amended and restated
stockholders agreement,
21
<PAGE>
(2) enter into, or permit any of our subsidiaries to enter into, any
transaction with,
. any of our subsidiaries' officers, directors or employees,
. any person related by blood or marriage to any of our subsidiaries'
officers, directors or employees,
. any entity in which any of our subsidiaries' officers, directors or
employees owns any beneficial interest,
. any stockholder of Centennial that owns, directly or indirectly, at
least 25% of Centennial's outstanding capital stock or any affiliate
of any 25% stockholder of Centennial,
other than
. normal employment arrangements, benefit programs and employee incentive
option programs on reasonable terms,
. any transaction with a director that is approved by Centennial's board of
directors in accordance with Delaware law,
. customer transactions in the ordinary course of business, and
. the transactions contemplated by the amended and restated registration
rights agreement described below.
Under the amended and restated stockholders agreement, each of
. Welsh Carson investors,
. The Blackstone Group investors,
. Messrs. Small, Chehayl and Owen, and
. Signal/Centennial Partners, L.L.C. and Guayacan Private Equity Fund, L.P.
have agreed not to, and agreed to cause their affiliates not to, directly or
indirectly, alone or in concert with others, without the prior written consent
of the Welsh Carson investors, take any of the following actions:
(1) effect, seek, offer, engage in, propose or participate in:
. any acquisition of beneficial ownership of Centennial's equity or
debt securities other than
(a) pursuant to the preemptive rights granted under the amended and
restated stockholders agreement,
(b) acquisitions from other stockholders who have signed the amended
and restated stockholders agreement or
(c) any stock dividend, stock reclassification or other distribution
or dividends to the holders of our common stock generally,
. any extraordinary transaction such as a merger or tender offer
involving Centennial or any material portion of Centennial's
business,
. any solicitation of proxies with respect to Centennial or any action
resulting in any stockholder party to the amended and restated
stockholders agreement or any of its affiliates becoming a
participant in any board of director election contest with respect to
Centennial,
(2) propose any matter for submission to a vote of stockholders of
Centennial,
(3) seek to remove or appoint directors of Centennial outside of the
provisions of the amended and restated stockholders agreement, or
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<PAGE>
(4) form, join or in any way participate in or assist in the formation of
a group of two or more persons for the purposes of acquiring, holding,
voting, or disposing of equity securities of Centennial, other than
any group consisting exclusively of stockholders who have signed the
amended and restated stockholders agreement and their affiliates.
All of the provisions of the amended and restated stockholders agreement
that are described above, other than the provisions governing the election of
Centennial's board of directors and the composition of its committees, will
terminate upon the earlier to occur of (1) January 20, 2009 and (2) the
completion of a registered public offering of common stock raising not less
than $50 million for Centennial and the transfer by either the Welsh Carson
investors or The Blackstone Group investors of 50% or more of the shares of
common stock purchased by them on January 7, 1999.
The provisions of the amended and restated stockholders agreement governing
the election of Centennial's board of directors and the composition of its
committees, will terminate upon the earlier to occur of (1) January 20, 2009
and (2) the completion of a registered public offering of common stock raising
not less than $50 million for our company and the transfer by both the Welsh,
Carson investors and The Blackstone Group investors of 50% or more of the
shares of common stock purchased by them on January 7, 1999.
Registration Rights Agreement. Our amended and restated registration rights
agreement grants the Welsh Carson investors and The Blackstone Group investors
the right to require Centennial to register their shares of common stock under
the Securities Act at any time on or after January 7, 2002. The amended and
restated registration rights agreement grants each of the following persons
the right to include, at their request, shares of common stock owned by them
in registrations under the Securities Act by Centennial:
. each of the Welsh Carson investors,
. each of The Blackstone Group investors,
. Messrs. Small, Chehayl and Owen, and
. Signal/Centennial Partners, L.L.C. and Guayacan Private Equity Fund, L.P.
Certain Statutory and Other Provisions
Centennial Communications Corp. is a Delaware corporation and is subject to
Section 203 of the Delaware General Corporation Law, an anti-takeover law. In
general, Section 203 prohibits a publicly held Delaware corporation from
engaging in certain business combinations with a 15% stockholder for a period
of three years following the date the person became a 15% stockholder, unless,
with certain exceptions, the business combination or the transaction in which
the person became a 15% stockholder is approved in a prescribed manner.
Generally, the business combinations covered by this statute include a merger,
asset or stock sale, or other transaction resulting in a financial benefit to
the 15% stockholder. In determining whether a stockholder is a 15%
stockholder, the Delaware statute generally includes the voting shares owned
by the stockholder and the stockholder's affiliates and associates.
The transfer agent and registrar for the common stock is American Stock
Transfer and Trust Company.
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DESCRIPTION OF WARRANTS
Centennial Communications Corp. may issue warrants to purchase shares of
common stock or preferred stock of Centennial Communications Corp. We may
issue warrants independently of, or together with, any other securities,
including as part of a warrant unit, and warrants may be attached to or
separate from those securities.
Each series of warrants will be issued under a separate warrant agreement
to be entered into between Centennial and a warrant agent. The warrant agent
will act solely as our agent in connection with a series of warrants and will
not assume any obligation or relationship of agency for or with holders or
beneficial owners of warrants. The following describes the general terms and
provisions of the warrants offered by this prospectus. The applicable
prospectus supplement will describe any other terms of the warrant and the
applicable warrant agreement.
The applicable prospectus supplement will describe the terms of any
warrants, including the following:
. the title and aggregate number of the warrants;
. any offering price of the warrants;
. the designation and terms of any securities that are purchasable upon
exercise of the warrants;
. if applicable, the designation and terms of the securities with which the
warrants are issued and the number of the warrants issued with each
security;
. if applicable, the date from and after which the warrants and any
securities issued with them will be separately transferrable;
. the number of shares of common stock or preferred stock purchasable upon
exercise of a warrant and the price;
. the time or period when the warrants are exercisable and the final date
on which the warrants may be exercised and terms regarding any right of
Centennial to accelerate this final date;
. if applicable, the minimum or maximum amount of the warrants exercisable
at any one time;
. any currency or currency units in which the offering price and the
exercise price are payable;
. any applicable anti-dilution provisions of the warrants;
. any applicable redemption or call provisions; and
. any additional terms of the warrants not inconsistent with the provisions
of the warrant agreement.
The applicable prospectus supplement will describe the specific terms and
other provisions of any warrant units.
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<PAGE>
SELLING STOCKHOLDERS
20,000,000 of the shares of common stock of Centennial being offered
pursuant to this prospectus may be offered by certain selling stockholders. The
potential selling stockholders include affiliates and employees of Welsh,
Carson, Anderson & Stowe, affiliates of The Blackstone Group, certain members
of management, Signal/Centennial Partners L.L.C. and Guyacan Private Equity
Fund, L.P.
The table below contains information regarding the number of shares that may
be sold hereunder and the beneficial ownership of Centennial's common shares as
of May 31, 2000 by each potential selling stockholder. The actual amount, if
any, of common stock to be offered by each selling stockholder and the amount
and percentage of common stock to be owned by such selling stockholder
following such offering will be disclosed in the applicable prospectus
supplement.
The number of shares beneficially owned by each potential selling
stockholder is determined according to the rules of the SEC, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under current rules, beneficial ownership includes any shares as to
which the individual or entity has sole or shared voting power or investment
power. As a consequence, several persons may be deemed to be the "beneficial
owners" of the same shares. Unless otherwise noted in the footnotes to this
table, each of the stockholders named in this table has sole voting and
investment power with respect to the Centennial common shares shown as
beneficially owned. The percentage ownership of each stockholder is calculated
based on 94,343,211 common shares outstanding, as of May 31, 2000.
<TABLE>
<CAPTION>
Number of
Shares
Beneficially
Number of Owned After the
Shares Maximum Sale of Maximum
Beneficially Number of Number of
Owned Shares to Shares
--------------- be Sold ---------------
Name and Address Number % Hereunder Number %
---------------- ------ ---- ---------- ---------- ----
<S> <C> <C> <C> <C> <C>
Welsh, Carson, Anderson & Stowe VII,
L.P.(1)............................ 5,833,053 6.2 1,344,843 4,488,210 4.8
Welsh, Carson, Anderson & Stowe
VIII, L.P.(1)...................... 51,747,078 55.0 9,942,017 41,805,061 44.3
WCAS Capital Partners III, L.P.(1).. 4,879,521 5.2 1,125,001 3,754,520 4.0
WCAS Information Partners, L.P.(1).. 204,669 * 47,188 157,481 *
Patrick J. Welsh(1)................. 465,984 * 107,435 358,549 *
Russell L. Carson(1)................ 465,984 * 107,435 358,549 *
Bruce K. Anderson(1)................ 435,276 * 100,355 334,921 *
Kristin M. Anderson Trust(1)........ 10,233 * 2,359 7,874 *
Mark S. Anderson Trust(1)........... 10,233 * 2,359 7,874 *
Daniel B. Anderson Trust(1)......... 10,233 * 2,359 7,874 *
Thomas E. McInerney(2).............. 56,626,599 60.2 107,435 56,519,164 59.9
Andrew M. Paul(1)................... 355,032 * 81,855 273,177 *
Robert A. Minicucci(1).............. 180,108 * 41,525 138,583 *
Anthony J. de Nicola(3)............. 56,626,599 60.2 9,437 56,617,162 60.0
Paul B. Queally(1).................. 37,863 * 8,730 29,133 *
Lawrence B. Sorrel(1)............... 40,932 * 9,437 31,495 *
Rudolph E. Rupert(4)................ 56,626,599 60.2 9,437 56,617,162 60.0
D. Scott Macksey(1)................. 10,233 * 2,359 7,874 *
Priscilla A. Newman(1).............. 13,302 * 3,067 10,235 *
Laura M. VanBuren(1)................ 4,095 * 944 3,151 *
Blackstone CCC Capital Partners
L.P.(5)............................ 22,413,222 23.8 5,167,493 17,245,729 18.3
Blackstone CCC Offshore Capital
Partners L.P.(5)................... 4,068,495 4.3 938,014 3,130,481 3.3
Blackstone Family Investment
Partnership III L.P.(5)............ 1,690,326 1.8 389,714 1,300,612 1.4
Signal/Centennial Partners, L.L.C... 1,279,179 1.4 294,922 984,257 1.0
Guayacan Private Equity Fund, L.P... 511,668 * 117,968 393,700 *
Michael J. Small(6)................. 483,750 * 20,750 463,000 *
Peter W. Chehayl(7)................. 93,750 * 5,187 88,563 *
Edward G. Owen(8)................... 99,930 * 10,375 89,555 *
---------- ---------- ----------
TOTAL.............................. 20,000,000
</TABLE>
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<PAGE>
--------
* Less than one percent.
(1) Each of these individuals or entities are employed by or affiliated with
Welsh, Carson, Anderson & Stowe and its related affiliates. Certain of the
shares reflected as owned by Welsh, Carson, Anderson & Stowe VIII, L.P. are
owned beneficially and of record by Welsh, Carson, Anderson & Stowe VII,
L.P. (5,833,053) and WCAS Information Partners, L.P. (204,669), limited
partnerships affiliated with Welsh, Carson, Anderson & Stowe VIII, L.P. Up
to an aggregate 2,587,356 shares included as beneficially owned by Welsh,
Carson, Anderson & Stowe VIII, L.P. are owned beneficially and of record by
individuals who are members of the limited liability company that serves as
its sole general partner, including Messrs. McInerney, de Nicola and
Rupert, and individuals employed by its investment advisor. The address for
each of these individuals or entities is 320 Park Avenue, Suite 2500, New
York, New York 10022.
(2) Mr. McInerney is a director and chairman of the board of directors of
Centennial. He has served as a general partner of various investment
partnerships associated with Welsh, Carson Anderson & Stowe since 1986. Mr.
McInerney owns of record 465,984 shares of Centennial common stock. Welsh,
Carson, Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII,
L.P., WCAS Information Partners, L.P., WCAS Capital Partners III, L.P. and
individuals who are members of the limited liability company that serves as
Welsh, Carson, Anderson & Stowe VIII's general partner, affiliates of Mr.
McInerney, own the remaining shares of Centennial common stock. Mr.
McInerney disclaims beneficial ownership of such shares except to the
extent owned of record by him. The address for Mr. McInerney is 320 Park
Avenue, Suite 2500, New York, New York 10022.
(3) Mr. de Nicola is a director of Centennial. He has served as a general
partner of various investment partnerships associated with Welsh, Carson,
Anderson & Stowe since 1994. Mr. de Nicola owns of record 40,932 shares of
Centennial common stock. Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh,
Carson, Anderson & Stowe VII, L.P., WCAS Information Partners, L.P., WCAS
Capital Partners III, L.P. and individuals who are members of the limited
liability company that serves as Welsh, Carson, Anderson & Stowe VIII's
general partner, affiliates of Mr. de Nicola, own the remaining shares of
Centennial common stock. Mr. de Nicola disclaims beneficial ownership of
such shares except to the extent owned of record by him. The address for
Mr. de Nicola is 320 Park Avenue, Suite 2500, New York, New York 10022.
(4) Mr. Rupert is a director of Centennial. He has served as a general partner
of various investment partnerships associated with Welsh, Carson, Anderson
& Stowe since 1999. Mr. Rupert owns of record 40,932 shares of Centennial
common stock. Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh, Carson,
Anderson & Stowe VII, L.P., WCAS Information Partners, L.P., WCAS Capital
Partners III, L.P. and individuals who are members of the limited liability
company that serves as Welsh, Carson, Anderson & Stowe VIII's general
partner, affiliates of Mr. Rupert, own the remaining shares of Centennial
common stock. Mr. Rupert disclaims beneficial ownership of such shares
except to the extent owned of record by him. The address for Mr. Rupert is
320 Park Avenue, Suite 2500, New York, New York 10022.
(5) The Blackstone investors own an aggregate of 28,172,043 shares or
approximately 29.9% of the outstanding capital stock of Centennial. Messrs.
Peter G. Peterson and Stephen A. Schwarzman, as the founding members of
Blackstone Management Associates III L.L.C. ("BMA"), the sole general
partner of Blackstone CCC Capital Partners L.P. and Blackstone Family
Investment Partnership III L.P. and the investment general partner of
Blackstone CCC Offshore Capital Partners L.P., may be deemed to share,
together with BMA, beneficial ownership of such shares. Each of Messrs.
Peterson and Schwarzman and Mark T. Gallogly and Lawrence H. Guffey, who
are directors of Centennial and members of BMA, disclaim beneficial
ownership of such shares. The address of each of the Blackstone entities is
c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154.
(6) Consists of 111,669 shares owned directly and 372,081 shares which Mr.
Small has the right to acquire pursuant to a stock option grant. Mr. Small
is President, Chief Executive Officer and a director of Centennial. The
address for Mr. Small is 1305 Campus Parkway, Neptune, NJ 07753.
(7) Consists of 44,169 shares owned directly and 49,581 shares which Mr.
Chehayl has the right to acquire pursuant to a stock option grant. Mr.
Chehayl is Senior Vice President, Treasurer and Chief Financial Officer of
Centennial. The address for Mr. Chehayl is 1305 Campus Parkway, Neptune, NJ
07753.
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<PAGE>
(8) Consists of 69,099 shares owned directly and 30,831 shares which Mr. Owen
has the right to acquire pursuant to a stock option grant. Mr. Owen is Vice
President, Corporate Development of Centennial. The address for Mr. Owen is
1305 Campus Parkway, Neptune, NJ 07753.
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<PAGE>
PLAN OF DISTRIBUTION
We may sell the debt securities, the preferred stock, the common stock and
the warrants in any of three ways:
. through underwriters;
. through agents; or
. directly to a limited number of institutional purchasers or to a single
purchaser.
The selling stockholders may only sell their common stock through
underwriters.
The prospectus supplement for each series of securities we or the selling
stockholders sell will describe that offering, including:
. the name or names of any underwriters;
. the purchase price and the proceeds to us or the selling stockholders
from that sale;
. any underwriting discounts and other items constituting underwriters'
compensation;
. any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers; and
.any securities exchanges on which the securities may be listed.
Underwriters
If underwriters are used in the sale, we and the selling stockholders, as
applicable, will execute an underwriting agreement with those underwriters
relating to the securities that we or the selling stockholders will offer.
Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase these securities will be subject to conditions. The
underwriters will be obligated to purchase all of these securities if any are
purchased.
The securities subject to the underwriting agreement will be acquired by the
underwriters for their own account and may be resold by them from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Underwriters may be deemed to have received compensation from us in the form of
underwriting discounts or commissions and may also receive commissions from the
purchasers of these securities for whom they may act as agent. Underwriters may
sell these securities to or through dealers. These dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
We also may sell the securities in connection with a remarketing upon their
purchase, in connection with a redemption or repayment, by a remarketing firm
acting as principal for its own account or as our agent. Remarketing firms may
be deemed to be underwriters in connection with the securities that they
remarket.
We may authorize underwriters to solicit offers by institutions to purchase
the securities subject to the underwriting agreement from us at the public
offering price stated in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
If we sell securities pursuant to these delayed delivery contracts, the
prospectus supplement will state that as well as the conditions to which these
delayed delivery contracts will be subject and the commissions payable for that
solicitation.
28
<PAGE>
Agents
We may also sell any of the securities through agents designated by us from
time to time. We will name any agent involved in the offer or sale of these
securities and will list commissions payable by us to these agents in the
prospectus supplement. These agents will be acting on a best efforts basis to
solicit purchases for the period of its appointment, unless we state otherwise
in the prospectus supplement.
Direct Sales
We may sell any of the securities directly to purchasers. In this case, we
will not engage underwriters or agents in the offer and sale of these
securities.
Indemnification
We and the selling stockholders may indemnify underwriters, dealers or
agents who participate in the distribution of securities against certain
liabilities, including liabilities under the Securities Act of 1933 and agree
to contribute to payments which these underwriters, dealers or agents may be
required to make.
No Assurance of Liquidity
Each series of securities will be a new issue of securities with no
established trading market. Any underwriters that purchase securities from us
may make a market in these securities. The underwriters will not be obligated,
however, to make such a market and may discontinue market-making at any time
without notice to holders of the securities. We cannot assure you that there
will be liquidity in the trading market for any securities of any series.
29
<PAGE>
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from Centennial's Annual
Report on Form 10-K for the year ended May 31, 1999 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
Simpson Thacher & Bartlett, New York, New York, has issued an opinion
regarding the legality of each of the securities. Any underwriters, dealers or
agents may be advised about other issues relating to any offering by their own
legal counsel.
30
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution
The following is an itemization of all fees and expenses incurred or
expected to be incurred by the registrants in connection with the issuance and
distribution of the securities being registered hereby, other than underwriting
discounts and commissions. All but the Securities and Exchange Commission
registration fee are estimates and remain subject to future contingencies.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee................ $187,440
Legal fees and expenses............................................ 150,000
Accounting fees and expenses....................................... 50,000
Trustees' fees and expenses........................................ 35,000
Printing and engraving fees........................................ 100,000
Rating Agency Fees................................................. 50,000
Blue Sky fees and expenses......................................... 10,000
Miscellaneous expenses............................................. 67,560
--------
Total............................................................ $650,000
========
</TABLE>
In addition, Centennial previously paid a registration fee of $172,415 in
connection with the filing of an aggregate principal amount of $400,000,000 of
debt securities that remain eligible to be sold under the Prior Registration
Statement and that are being carried forward to the prospectus included herein
pursuant to Rule 429 under the Securities Act.
Item 15. Indemnification Of Directors And Officers
The registrants are all Delaware corporations, except for Centennial
Cellular Operating Co. LLC which is a Delaware limited liability company.
Section 145 of the Delaware General Corporation Law generally provides that a
corporation is empowered to indemnify any person who is made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the registrant
or is or was serving, at the request of the registrant, in any of such
capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct, was unlawful. This statute describes in detail the right
of the registrant to indemnify any such person. The limited liability company
agreement of Centennial Cellular Operating Corp. LLC and the By-Laws of the
other registrants provide generally for indemnification of all such directors,
officers and agents and eliminate the liability of directors to the fullest
extent permitted under the above-referenced Delaware statute.
Item 16. Exhibits
The following exhibits are filed as part of this registration statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
**1.1 Form of Underwriting Agreement.
Amended and Restated Certificate of Incorporation of Centennial
***3.1 Communications Corp.
3.2 Amended and Restated By-Laws of Centennial Communications Corp.
(incorporated by reference to Exhibit 3.2 to Centennial
Communications Corp.'s Current Report on Form 8-K filed on January
22, 1999).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
3.3 Certificate of Formation of Centennial Cellular Operating Co. LLC
(incorporated by reference to Exhibit 3.3 to Centennial
Communications Corp.'s Registration Statement on Form S-4 filed on
March 5, 1999)
3.4 Limited Liability Company Agreement of Centennial Cellular
Operating Co. LLC (incorporated by reference to Exhibit 3.4 to
Centennial Communications Corp.'s Registration Statement on Form
S-4 filed on March 5, 1999)
*3.5 Certificate of Incorporation of Centennial Caribbean Holding
Corp., as amended.
*3.6 By-Laws of Centennial Caribbean Holding Corp.
*3.7 Certificate of Incorporation of Centennial Puerto Rico Holding
Corp. I
*3.8 By-Laws of Centennial Puerto Rico Holding Corp. I
*3.9 Certificate of Incorporation of Centennial Puerto Rico Holding
Corp. II
*3.10 By-Laws of Centennial Puerto Rico Holding Corp. II
*3.11 Certificate of Incorporation of Centennial Puerto Rico Operations
Corp., as amended.
*3.12 By-Laws of Centennial Puerto Rico Operations Corp.
4.1 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 (incorporated by
reference to Exhibit 99.3 to Centennial Communications Corp.'s
Registration Statement on Form S-4 filed on July 6, 1999).
4.2 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 (incorporated by
reference to Exhibit 99.4 to Centennial Communications Corp.'s
Registration Statement on Form S-4 filed on July 6, 1999).
4.3 Form of Senior Indenture between Centennial Communications Corp.
and The Bank of New York, as successor trustee to Bank of Montreal
Trust Company (incorporated by reference to Exhibit 4.1 to the
Centennial Communications Corp.'s Registration Statement on Form
S-3 (Reg. No. 33-61482)).
*4.4 Form of Senior Subordinated Indenture between Centennial
Communications Corp. and Norwest Bank Minnesota, National
Association, as Trustee.
*4.5 Form of Subordinated Indenture between Centennial Communications
Corp. and Wilmington Trust Company, as Trustee.
4.6 Indenture dated as of December 14, 1998 between Centennial
Cellular Operating Co. LLC and Centennial Finance Corp. and
Norwest Bank Minnesota as successor trustee to The Chase Manhattan
Bank, relating to the 10- 3/4% Senior Subordinated Notes due 2008
(incorporated by reference to Exhibit 4.4 to Centennial
Communications Corp.'s Current Report on Form 8-K filed on January
22, 1999).
4.7 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
Communications Corp.'s Current Report on Form 8-K filed on January
22, 1999).
4.8 Form of 10 3/4% Senior Subordinated Note due 2008, Series B of the
registrant (included in Exhibit 4.6).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
*4.9 Supplemental Indenture dated as of February 29, 2000, by and among
Centennial Puerto Rico Operations Corp., as Guarantor, an indirect
subsidiary of Centennial Cellular Operating Co. LLC, a Delaware
limited liability company, Centennial Communications Corp.,
formerly known as Centennial Cellular Corp., and Norwest Bank
Minnesota, as successor to the trustee under the Indenture
referred to in Exhibit 4.6.
*4.10 Form of Senior Indenture between Centennial Puerto Rico Operations
Corp. as Issuer, Centennial Communications Corp., Centennial
Caribbean Holding Corp., Centennial Cellular Operating Co. LLC,
Centennial Puerto Rico Holding Corp. I and Centennial Puerto Rico
Holding Corp. II, as Guarantors and The Bank of New York, as
Trustee.
*4.11 Form of Senior Subordinated Indenture between Centennial Puerto
Rico Operations Corp. as Issuer, Centennial Communications Corp.,
Centennial Caribbean Holding Corp., Centennial Cellular Operating
Co. LLC, Centennial Puerto Rico Holding Corp. I and Centennial
Puerto Rico Holding Corp. II, as Guarantors and Norwest Bank
Minnesota, National Association, as Trustee.
*4.12 Form of Subordinated Indenture between Centennial Puerto Rico
Operations Corp. as Issuer, Centennial Communications Corp.,
Centennial Caribbean Holding Corp., Centennial Cellular Operating
Co. LLC, Centennial Puerto Rico Holding Corp. I and Centennial
Puerto Rico Holding Corp. II, as Guarantors and Wilmington Trust
Company, as Trustee.
***5 Opinion of Simpson Thacher & Bartlett as to the legality of the
securities being registered hereby
*12 Computation of ratio of earnings to fixed charges
23.1 Consent of Simpson Thacher & Bartlett (contained in their opinion
filed as Exhibit 5)
***23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature pages to initial
registration statement)
*25.1 Statement of Eligibility of The Bank of New York, as successor
Centennial senior trustee, on Form T-1
*25.2 Statement of Eligibility of Norwest Bank of Minnesota, N.A., as
Centennial senior subordinated trustee, on Form T-1.
*25.3 Statement of Eligibility of Wilmington Trust Company, as
Centennial subordinated trustee, on Form T-1.
*25.4 Statement of Eligibility of The Bank of New York as Centennial
Puerto Rico senior trustee, on Form T-1.
*25.5 Statement of Eligibility of Norwest Bank Minnesota, National
Association as Centennial Puerto Rico senior subordinated trustee,
on Form T-1.
*25.6 Statement of Eligibility of Wilmington Trust Company as Centennial
Puerto Rico subordinated trustee, on Form T-1.
</TABLE>
--------
* Previously filed.
** To be filed by a Current Report on Form 8-K and incorporated herein by
reference.
*** Filed herewith.
In addition, the registrants hereby agree to furnish to the Commission, upon
request, copies of certain debt instruments defining the rights of holders of
long-term debt of the kind described in, and pursuant to, Item 601(b)(4)(iii)
of Regulation S-K of the Commission.
II-3
<PAGE>
Item 17. Undertakings
(a) The undersigned registrants hereby undertake:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to 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 that time shall be deemed to be the
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) The registrants hereby undertake 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 (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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of such 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 registrants 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 Securities Act and will be governed
by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
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 6, 2000.
Centennial Communications Corp.
/s/ Michael J. Small
By: _________________________________
Name: Michael J. Small
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 6, 2000
______________________________________ Officer and Director
Michael J. Small (Principal Executive
Officer)
* Senior Vice President, July 6, 2000
______________________________________ Treasurer and Chief
Peter W. Chehayl Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Chairman July 6, 2000
______________________________________
Thomas E. McInerney
* Director July 6, 2000
______________________________________
Anthony J. de Nicola
* Director July 6, 2000
______________________________________
Mark T. Gallogly
* Director July 6, 2000
______________________________________
Lawrence H. Guffey
Director July 6, 2000
______________________________________
Rudolph E. Rupert
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 6, 2000
______________________________________
J. Stephen Vanderwoulde
* Director July 6, 2000
______________________________________
John M. Scanlon
</TABLE>
*By: /s/ Tony L. Wolk
---------------------------------
Tony L. Wolk
Attorney-In-Fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
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 6, 2000.
Centennial Cellular Operating Co.
LLC
/s/ Michael J. Small
By: _________________________________
Name: Michael J. Small
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 6, 2000
______________________________________ Officer and Director
Michael J. Small (Principal Executive
Officer)
* Chairman July 6, 2000
______________________________________
Thomas E. McInerney
* Chief Financial Officer July 6, 2000
______________________________________ and Director (Principal
Peter W. Chehayl Financial Officer and
Principal Accounting
Officer)
</TABLE>
/s/ Tony L. Wolk
By: _____________________________
Tony L. Wolk
Attorney-In-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
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 6, 2000.
Centennial Caribbean Holding Corp.
/s/ Carlos Bofill
By: _________________________________
Name: Carlos Bofill
Title: Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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>
* Chief Executive Officer July 6, 2000
______________________________________ and Director (Principal
Carlos Bofill Executive Officer)
* Chief Financial Officer July 6, 2000
______________________________________ (Principal Financial
Peter W. Chehayl Officer and Principal
Accounting Officer)
* Chairman July 6, 2000
______________________________________
Thomas E. McInerney
* Director July 6, 2000
______________________________________
Michael J. Small
</TABLE>
/s/ Tony L. Wolk
* By: ___________________________
Tony L. Wolk
Attorney-in-Fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
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 6, 2000.
Centennial Puerto Rico Holding Corp.
I
/s/ Carlos Bofill
By: _________________________________
Name: Carlos Bofill
Title:President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 and Director July 6, 2000
______________________________________ (Principal Executive
Carlos Bofill Officer)
* Chief Financial Officer July 6, 2000
______________________________________ (Principal Financial
Peter W. Chehayl Officer and Principal
Accounting Officer)
* Chairman July 6, 2000
______________________________________
Thomas E. McInerney
* Director July 6, 2000
______________________________________
Michael J. Small
</TABLE>
*By: /s/ Tony L. Wolk
---------------------------------
Tony L. Wolk
Attorney-In-Fact
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
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 6, 2000.
Centennial Puerto Rico Holding Corp.
II
/s/ Carlos Bofill
By: _________________________________
Name: Carlos Bofill
Title:President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 and Director July 6, 2000
______________________________________ (Principal Executive
Carlos Bofill Officer)
* Chief Financial Officer July 6, 2000
______________________________________ (Principal Financial
Peter W. Chehayl Officer and Principal
Accounting Officer)
* Chairman July 6, 2000
______________________________________
Thomas E. McInerney
* Director July 6, 2000
______________________________________
Michael J. Small
</TABLE>
/s/ Tony L. Wolk
* By: ___________________________
Tony L. Wolk Attorney-In-Fact
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
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 6, 2000.
Centennial Puerto Rico Operations
Corp.
/s/ Carlos Bofill
By: _________________________________
Name: Carlos Bofill
Title:President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 and Director July 6, 2000
______________________________________ (Principal Executive
Carlos Bofill Officer)
* Chief Financial Officer July 6, 2000
______________________________________ (Principal Financial
Peter W. Chehayl Officer and Principal
Accounting Officer)
* Chairman July 6, 2000
______________________________________
Thomas E. McInerney
* Director July 6, 2000
______________________________________
Michael J. Small
</TABLE>
/s/ Tony L. Wolk
* By: ___________________________
Tony L. Wolk Attorney-In-Fact
II-11
