SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 1998
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Century Communications Corp.
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(Exact name of registrant as specified in its charter)
0-16899
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(Commission File Number)
New Jersey 06-1158179
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(State other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 Locust Avenue
New Canaan, Connecticut 06840
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (203) 972-2000
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(Former name or former address, if changed since last report)
Page 1 of 5 Pages
Exhibit Index on Page 4
Item 5. Other Events.
Reference is made to the Press Release of Centennial Cellular
Corp. ("Centennial") issued on October 13, 1998, which is attached hereto as
Exhibit 1.
In connection with the execution of the Agreement and Plan of
Merger (the "Merger Agreement"), dated July 2, 1998 between Centennial and CCW
Acquisition Corp., a Delaware corporation organized at the direction of Welsh,
Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII"), Century Communications Corp.
("Century"), Centennial's principal stockholder, entered into a Stockholder
Agreement, dated July 2, 1998, with CCW Acquisition Corp. (the "Stockholder
Agreement"). Pursuant to the Stockholder Agreement, Century, which has an
approximate 33% Common Stock interest in Centennial and, through ownership of
Centennial's Class B Common Stock which has disproportionate votes per share (15
votes per share), an approximate 74% voting interest in Centennial at August
31, 1998, agreed to vote its shares in favor of the merger so long as the Merger
Agreement remains in effect. Because Century agreed to approve the merger by
written consent in lieu of meeting, and controls, on a fully diluted basis, more
than a majority of the outstanding votes of Centennial required to approve the
merger, no further shareholder vote is necessary to approve the merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTURY COMMUNICATIONS CORP.
By: /s/ Scott N. Schneider
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Name: SCOTT N. SCHNEIDER
Title: Chief Financial Officer,
Senior Vice President and
Treasurer
(Principal Accounting Officer)
Date: October 19, 1998
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EXHIBIT INDEX
Exhibit No. Description
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1. Press Release of Centennial Cellular Corp., dated October 13, 1998.
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