-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BgS1KzxxffsxHKya9gCMrbVsc0bGk+4OSXL1v30rFpj6lY6YiIbWXWzrnSQqsjXR +kFEe+Qh40DoNxrV+EvGUw== 0000950117-99-000180.txt : 19990211 0000950117-99-000180.hdr.sgml : 19990211 ACCESSION NUMBER: 0000950117-99-000180 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990210 GROUP MEMBERS: CENTURY CELLULAR HOLDING CORP. GROUP MEMBERS: CENTURY COMMUNICATIONS CORP GROUP MEMBERS: CLAIRE L. TOW GROUP MEMBERS: LEONARD TOW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL CELLULAR CORP CENTRAL INDEX KEY: 0000879573 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 061242753 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42064 FILM NUMBER: 99528447 BUSINESS ADDRESS: STREET 1: 50 LOCUST AVE CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 2039722000 MAIL ADDRESS: STREET 1: 50 LOCUST AVE STREET 2: 50 LOCUST AVE CITY: NEW CANAAN STATE: CT ZIP: 06840 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY CELLULAR CORP /DE DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000785080 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061158179 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 LOCUST AVE CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 2039722000 MAIL ADDRESS: STREET 1: 50 LOCUST AVENUE CITY: NEW CANAAN STATE: CT ZIP: 06840 SC 13G/A 1 CENTURY COMMUNICATIONS CORP. SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Centennial Cellular Corp. ----------------------------------------------------- (Name of Issuer) Class A Common Stock ----------------------------------------------------- (Title of Class of Securities) 15133V 109 ----------------------------------------------------- (CUSIP Number) January 7, 1999 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) _____ Rule 13d-1(c) _____ Rule 13d-1(d) _____ 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Century Communications Corp. 06-1158179 2) Member of a Group: (a) [ ] (b) [ X ] 3) Sec Use Only: 4) Citizenship or Place of Organization: New Jersey Number of Shares Beneficially Owned by Each Reporting Person with: 5) Sole Voting Power: 0 6) Shared Voting Power: 0 7) Sole Dispositive Power: 0 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10) Aggregate Amount In Row (9) Excludes Shares: Not Applicable. 11) Percent of Class Represented by Amount in Row (9): 0% 12) Type of Reporting Person: HC -2- 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Century Cellular Holding Corp. 2) Member of a Group: (a) [ ] (b) [ X ] 3) Sec Use Only: 4) Citizenship or Place of Organization: New York Number of Shares Beneficially Owned by Each Reporting Person with: 5) Sole Voting Power: 0 6) Shared Voting Power: 0 7) Sole Dispositive Power: 0 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10) Aggregate Amount In Row (9) Excludes Shares: Not Applicable. 11) Percent of Class Represented by Amount in Row (9): 0% 12) Type of Reporting Person: HC -3- 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Claire L. Tow 2) Member of a Group: (a) [ ] (b) [ X ] 3) Sec Use Only: 4) Citizenship or Place of Organization: USA Number of Shares Beneficially Owned by Each Reporting Person with: 5) Sole Voting Power: 0 6) Shared Voting Power: 0 7) Sole Dispositive Power: 0 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10) Aggregate Amount in Row (9) Excludes Shares: Not Applicable. 11) Percent of Class Represented by Amount in Row (9): 0% 12) Type of Reporting Person: IN -4- 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Leonard Tow 2) Member of a Group: (a) [ ] (b) [ X ] 3) Sec Use Only: 4) Citizenship or Place of Organization: USA Number of Shares Beneficially Owned by Each Reporting Person with: 5) Sole Voting Power: 0 6) Shared Voting Power: 0 7) Sole Dispositive Power: 0 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10) Aggregate Amount in Row (9) Excludes Shares: Not Applicable. 11) Percent of Class Represented by Amount in Row (9): 0% 12) Type of Reporting Person: IN -5- SCHEDULE 13G-AMENDMENT NO. 1 Item 1. (a) Name of Issuer: Centennial Cellular Corp. (b) Address of Issuer's Principal Executive Offices: 1305 Campus Parkway Neptune, NJ 07753 Item 2.
(a) Name of Person filing (b) Address (c) Citizenship --------------------- ------- ----------- Century Communications Corp. 50 Locust Avenue New Jersey New Canaan, CT 06840 Century Cellular Holding Corp. 11 E. 44th Street New York New York, NY 10017 Leonard Tow 160 Lantern Ridge Road USA New Canaan, CT 06840 Claire L. Tow 160 Lantern Ridge Road USA New Canaan, CT 06840
(d) Title of Class of Securities: ----------------------------- Class B Common Stock (e) Cusip Number: 15133V 109 ------------ The above number is the CUSIP Number for Class A Common Stock. There is no CUSIP Number for Class B Common Stock. Each share of Class B Common Stock was convertible at any time into one share of Class A Common Stock. Item 3. Not applicable. -6- Item 4. Ownership:
Percent Shares of Percent of Total Title of of Class of Voting Class Owned Class Power(3) ----- ----- ----- -------- Century Communications Corp. Not Applicable 0 0% 0% 50 Locust Avenue New Canaan, CT 06840 Century Cellular Holding Corp.(1) Class B 0 0 0 11 E. 44th Street Common (2) New York, NY 10017 Leonard Tow Not applicable 0 0 0 160 Lantern Ridge Road New Canaan, CT 06840 Claire L. Tow Not applicable 0 0 0 160 Lantern Ridge Road New Canaan, CT 06840
- -------------------------- (1) On January 7, 1999, Centennial Cellular Corp. ("Centennial") completed the previously announced merger of CCW Acquisition Corp., a company organized at the direction of Welsh, Carson, Anderson & Stowe, with and into Centennial. Prior to the merger, Century Communications Corp. was a holder of approximately 8,561,819 shares of Class B Common Stock and 3,978 shares of Second Series Convertible Preferred Stock of Centennial. (2) Prior to the merger, each share of Centennial Class B Common Stock was convertible at any time into one share of Class A Common Stock of Centennial. The Class B Common Stock had fifteen votes per share and the Class A Common Stock had one vote per share. (3) Class A and Class B Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Century Communications Corp., Century Cellular Holding Corp., Leonard Tow and Claire L. Tow, individually and collectively, have ceased to be the beneficial owners of more than 5% of the Class B Common Stock of this Issuer. -7- Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Not Applicable. -8- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 1999 CENTURY COMMUNICATIONS CORP. /s/ Scott N. Schneider ------------------------------------------ By: Scott N. Schneider Title: Senior Vice President, Chief Financial Officer and Treasurer CENTURY CELLULAR HOLDING CORP. /s/ Scott N. Schneider ------------------------------------------ By: Scott N. Schneider Title: Vice President, Chief Financial Officer and Treasurer /s/ Leonard Tow /s/ Claire L. Tow - ----------------------------- ------------------------------------------ Leonard Tow Claire L. Tow -9- -----END PRIVACY-ENHANCED MESSAGE-----