SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for Use of the
Commission Only
[x] Definitive information statement (as permitted by Rule 14c-5(d)(2))
CENTENNIAL CELLULAR CORP.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CENTENNIAL CELLULAR CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NJ 07753
February 4, 2000
Dear Stockholder:
We have obtained the written consent of certain of our stockholders of
record as of February 4, 2000 to approve an amendment to our Amended and
Restated Certificate of Incorporation to change our name from "Centennial
Cellular Corp." to "Centennial Communications Corp." Our Board of Directors has
also approved this amendment. Your consent is not required and is not being
solicited in connection with these actions.
Our new name is intended to better reflect the various communication
services offered by us. The change of our corporate name will not in any way
affect the validity or transferability of your stock certificates or our capital
structure. You will NOT be required to surrender or exchange your stock
certificates for new certificates and should not send such certificates to us or
our transfer agent for exchange.
Pursuant to Section 228 of the Delaware General Corporation Law, you
are hereby being provided with notice of the approval of these actions by less
than unanimous written consent of our stockholders. Pursuant to the Securities
Exchange Act of 1934, with this letter you are being furnished an information
statement relating to these actions.
By Order of the Board of Directors
/S/ PETER W. CHEHAYL
Peter W. Chehayl
Secretary
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CENTENNIAL CELLULAR CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NJ 07753
INFORMATION STATEMENT
GENERAL
This information statement is being mailed on or about February 7,
2000 to holders of record as of February 4, 2000 of our Class A common stock,
par value $.01 per share (the "Common Stock"). This statement is furnished in
connection with the taking of action by written consent of the holders of a
majority of the outstanding shares of Common Stock approving an amendment to our
Amended and Restated Certificate of Incorporation to change our name from
"Centennial Cellular Corp." to "Centennial Communications Corp." (the
"Amendment"). THE COMPANY IS NOT ASKING YOU FOR A PROXY OR CONSENT AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR CONSENT.
As of February 1, 2000, there were outstanding 94,297,710 shares of
the Common Stock held of record by 128 stockholders. Each share of Common Stock
is entitled to one vote. The record date for purposes of the written consent to
this action was February 4, 2000. How ever, because Welsh, Carson, Anderson &
Stowe VIII, L.P., WCAS Capital Partners III, L.P., WCAS Information Partners,
L.P., Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital
Partners L.P. and Blackstone Family Investment Partnership III L.P. hold at
least a majority of the issued and outstanding shares of Common Stock and,
therefore, had sufficient voting power to approve the Amendment through their
ownership of our Common Stock, no other stockholder consents are being solicited
and no stockholders' meeting is being held in connection with these actions.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The table below contains information regarding the beneficial
ownership of our Common Stock as of February 1, 2000 by each stockholder who
owns beneficially five percent or more of our Common Stock. Holders of Common
Stock are entitled to one vote per share.
As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (I.E., the power to dispose of, or
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to direct the disposition of, a security). In addition, for purposes of this
table, a person is deemed, as of any date, to have "beneficial ownership" of any
security that such person has the right to acquire within 60 days after such
date. The number of shares beneficially owned by each stockholder is determined
according to the rules of the Securities and Exchange Commission, 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 Common Stock shown as beneficially owned. The percentage ownership of
each stockholder is calculated based on 94,279,710 shares of Common Stock
outstanding on February 1, 2000.
BENEFICIAL
OWNERSHIP OF PERCENT OF
NAME AND ADDRESS SHARES CLASS OWNED
Welsh, Carson, Anderson &
Stowe VIII, L.P. (1) 51,747,078 55.0
WCAS Capital Partners III, L.P. (1) 4,879,521 5.2
Blackstone Investors (2) 28,172,043 29.9
Thomas E. McInerney (3) 56,626,599 60.2
Anthony J. de Nicola (4) 56,626,599 60.2
Rudolph E. Rupert (5) 56,626,599 60.2
Mark T. Gallogly (6) 28,172,043 29.9
Lawrence H. Guffey (6) 28,172,043 29.9
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(1) The address for Welsh, Carson, Anderson & Stowe VIII, L.P. and WCAS
Capital Partners III, L.P. is 320 Park Avenue, Suite 2500, New York, New York
10022. 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 and corporations 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
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serves as its sole general partner, including Messrs. McInerney, de Nicola and
Rupert, and individuals employed by its investment advisor. Messrs. McInerney,
de Nicola and Rupert may be deemed to share beneficial ownership of the shares
owned by Welsh, Carson, Anderson & Stowe VIII, L.P., and disclaim beneficial
ownership of such shares except to the extent owned of record by them.
(2) The total number of shares beneficially owned by Blackstone
Investors are owned by Blackstone CCC Capital Partners L.P. (22,413,222),
Blackstone CCC Offshore Capital Partners L.P. (4,068,495) and Blackstone Family
Investment Partnership III L.P. (1,690,326). Blackstone Management Association
III L.L.C. ("BMA") is the general partner of each of these partnerships, and
Messrs. Peter G. Peterson and Stephen A. Schwarzman, as the founding members of
BMA, may be deemed to share, together with BMA, beneficial ownership of such
shares. The address of the Blackstone Investors, BMA and Messrs. Peterson and
Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, New York
10154. Mr. Gallogly, who is a member of BMA, and Mr. Guffey, who is an employee
of affiliates of BMA, disclaim beneficial ownership of such shares.
(3) Mr. McInerney, a director of the Company, owns of record 465,984
shares of 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 common stock.
Mr. McInerney disclaims beneficial ownership of such shares except to the extent
owned of record by him.
(4) Mr. de Nicola, a director of the Company, owns of record 40,932
shares of 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 Common Stock.
Mr. de Nicola disclaims beneficial ownership of such shares except to the extent
owned of record by him.
(5) Mr. Rupert, a director of the Company, owns of record 40,932
shares of 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 Common Stock. Mr.
Rupert disclaims beneficial ownership of such shares except to the extent owned
of record by him.
(6) Messrs. Gallogly and Guffey, each directors of the Company, do not
own of record any shares of Common Stock. Blackstone CCC Capital Partners L.P.,
Blackstone CCC Offshore Partners L.P. and Blackstone Family Investment
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Partnership III L.P., affiliates of Messrs. Gallogly and Guffey, own all of the
shares of Common Stock. Messrs. Gallogly and Guffey disclaim beneficial
ownership of such shares except to the extent owned of record by either of them.
BENEFICIAL OWNERSHIP BY MANAGEMENT
The following table sets forth, as of February 1, 2000,
certain information with respect to the beneficial ownership of shares of Common
Stock of certain of our directors, our Chief Executive Officer, each of our
other four most highly compensated executive officers (based on amounts reported
as salary and bonus for fiscal 1999) for each of our last three fiscal years and
all directors, nominees for director and executive officers as a group. See
"Principal Stockholders of the Company" for ownership by directors not listed
below.
BENEFICIAL
OWNERSHIP OF PERCENT OF
NAME AND ADDRESS SHARES CLASS OWNED
Michael J. Small (1) 393,750 *
J. Stephen Vanderwoude (2) 7,500 *
Phillip Mayberry (3) 112,500 *
Thomas Cogar (4) 33,750 *
Bernard P. Gallagher -- --
Rudy J. Graf (5) 79,506 *
Kari Jordan (6) 90,000 *
All directors and executive officers
as a group (16 persons) (7) 86,681,298 92
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* Less than 1%.
(1) Consists of 111,669 shares which Mr. Small owns directly, and
282,081 shares which Mr. Small has the right to acquire pursuant to a stock
option grant.
(2) Consists of 3,000 shares which Mr. Vanderwoude owns directly and
4,500 shares which Mr. Vanderwoude has the right to acquire pursuant to a stock
option grant.
(3) Consists of 21,669 shares which Mr. Mayberry owns directly and
90,831 shares which Mr. Mayberry has the right to acquire pursuant to a stock
option grant.
(4) Consists of 21,669 shares which Mr. Cogar owns directly and 12,081
shares which Mr. Cogar has the right to acquire pursuant to a stock option
grant.
(5) Consists of 79,506 shares which Mr. Graf owns directly.
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(6) Consists of 90,000 shares which Ms. Jordan has the right to
acquire pursuant to a stock option grant.
(7) Consists of 84,902,622 shares owned directly by such persons and
1,778,676 shares which may be acquired by such persons pursuant to stock option
grants.
THE MERGER
On January 7, 1999, we merged with CCW Acquisition Corp., a new
Delaware corporation organized by Welsh, Carson, Anderson & Stowe VIII, L.P. As
a result of the merger, a new group of equity investors acquired a 92.9%
ownership interest in us. The remaining 7.1% interest was owned by public
stockholders. The merger was accounted for as a recapitalization in which the
historical basis of our assets and liabilities was not affected and no goodwill
related to the merger was created.
MERGER FINANCING
A total of approximately $1.87 billion was required to pay the cash
consideration to stockholders in the merger, repay indebtedness, pay fees and
expenses related to the merger and its financing and purchase pledged
securities. The sources of funding for the merger and the related transactions
are described below.
EQUITY FINANCING. Welsh, Carson, Anderson & Stowe VIII, L.P., certain
of its affiliates, including WCAS Capital Partners III, L.P., certain affiliates
of Blackstone Capital Partners, L.P. and certain other investors purchased $400
million in common stock of CCW Acquisition Corp. The CCW Acquisition Corp.
shares were converted into shares of our common stock in the merger.
BANK FINANCING. Centennial Cellular Operating Co. LLC, a wholly-owned
subsidiary of the Company, and its Puerto Rico subsidiary borrowed approximately
$936.0 million under a new $1,050 million credit facility. A group of lenders
provided Centennial Cellular Operating Co. LLC with the credit facility,
consisting of a $900 million term loan facility and a $150 million revolving
credit facility.
HIGH YIELD NOTES FINANCING. Centennial Cellular Operating Co. LLC,
together with a co-obligor that has merged into the Company, issued $370 million
of senior subordinated notes on December 14, 1998.
SUBORDINATED DEBT FINANCING. WCAS Capital Partners III, L.P., an
investment partnership affiliated with Welsh Carson VIII, purchased unsecured
senior subordinated notes due 2009 and common stock of the Company at an
aggregate price of $180 million.
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ARRANGEMENTS WITH FORMER CONTROLLING STOCKHOLDER
At the time of the merger, Century Communications Corp. ("Century"),
our controlling stockholder before the merger, entered into a non-compete
agreement with us, in which Century agreed that, until January 7, 2002, it will
not engage in, or acquire a controlling interest in, any business that competes
with any of our current operations in Puerto Rico. This agreement does not
extend to the activities of Century's existing joint venture in Puerto Rico,
Century-ML and is binding upon its successors and assigns. Century was purchased
by Adelphia Communication Corp. in October 1999 and all references herein to
Century are to the surviving corporation of that transaction.
Century owned a controlling interest in us prior to the merger. Before
the merger the Company and Century maintained combined workers compensation and
general insurance policies. The premiums were allocated between us and Century
based upon the actual cost of each respective company's coverage. We believe
that the amounts payable by us under this arrangement were more favorable than
the premiums we would have paid if it had obtained coverage under a separate
policy. Under the merger agreement, we have covenanted to maintain employee
benefits and incentive compensation that are no less favorable than its existing
arrangements at least until January 2002.
The Company and Century entered into a services agreement, effective
August 30, 1996, pursuant to which Century, through its personnel, provided
design, construction, management, operational, technical and maintenance for the
wireless telephone, paging and related systems owned and operated by us. Such
services also included providing all the services necessary for the monitoring,
to the extent possible, of the activities of the partnerships in which we have
minority equity interests, in such manner as to protect our interests. Such
services were historically provided to us by Century. As consideration for the
services rendered under the services agreement, we paid Century the annual sum
of $1.0 million and reimbursed Century for all costs incurred by Century or its
affiliates, excluding us and our subsidiaries, that were directly attributable
to the design, construction, management, operation and maintenance of our
wireless telephone, paging and related systems or to the performance by Century
of its other duties under the services agreement. For the years ended May 31,
1999, 1998 and 1997, we recorded expenses of $0.6 million, $1.0 million and $0.8
million, respectively, under the services agreement. As of the effective time of
the merger, Century and the Company terminated the services agreement.
We lease space for the mobile telephone switching office serving the
southwestern cluster and space on an antenna tower in the southwestern cluster
from Century for an aggregate current annual rent of approximately $1,000
pursuant to an oral month-to-month lease agreement. We lease and share capacity
on the fiber optic cable television facility and network of Century-ML fiber
network for the purposes of operating as a competitive access provider. We share
the cost of construction, operation and maintenance of the Century-ML fiber
network on a pro rata basis based on the percentage of the number of fibers of
the network used by or reserved for us.
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AMENDMENT TO CERTIFICATE OF INCORPORATION
On February 4, 2000, our Board of Directors adopted resolutions
proposing, and on February 4, 2000 the holders of in excess of a majority of the
outstanding shares of Common Stock approved, the Amendment to our Amended and
Restated Certificate of Incorporation to change our name from "Centennial
Cellular Corp." to "Centennial Communications Corp."
The Company's new name is intended to better reflect the various
communication services offered by us. The change of our corporate name will not
in any way affect the validity or transferability of our currently outstanding
stock certificates or our capital structure. Our current stockholders will NOT
be required to surrender or exchange their stock certificates for new
certificates and should not send such certificates to us or our transfer agent
for exchange.
We intend to effect the name change on or about February 29, 2000 or
as soon as practicable thereafter.
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ON WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF OUR ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1999, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED, MAY BE OBTAINED WITHOUT CHARGE FROM PETER W. CHEHAYL,
SECRETARY, CENTENNIAL CELLULAR CORP., 1305 CAMPUS PARKWAY, NEPTUNE, NEW JERSEY
07753.
By Order of the Board of Directors
/S/ PETER W. CHEHAYL
Peter W. Chehayl
Secretary
February 4, 2000
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