-----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, U74xKlToBBXznCarLw1wB5e9EB8Kxn0nNFtolk677Y/40PPAgNACb0TRhS3fpdVP lXfq6yMUH+4ubcmLjYQsYg== 0000950123-03-012480.txt : 20031112 0000950123-03-012480.hdr.sgml : 20031111 20031112061634 ACCESSION NUMBER: 0000950123-03-012480 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031112 GROUP MEMBERS: BLACKSTONE CCC CAPITAL PARTNERS L.P. GROUP MEMBERS: BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P. GROUP MEMBERS: BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. GROUP MEMBERS: PETER G. PETERSON GROUP MEMBERS: STEPHEN A. SCHWARZMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKSTONE MANAGEMENT ASSOCIATES III LLC CENTRAL INDEX KEY: 0001218903 IRS NUMBER: 133953539 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL COMMUNICATIONS CORP /DE 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42064 FILM NUMBER: 03990247 BUSINESS ADDRESS: STREET 1: 3349 ROUTE 138 STREET 2: BLDG. A CITY: WALL STATE: NJ ZIP: 07719 BUSINESS PHONE: 7325562200 MAIL ADDRESS: STREET 1: 3349 ROUTE 138 STREET 2: BLDG. A CITY: WALL STATE: NJ ZIP: 07719 FORMER COMPANY: FORMER CONFORMED NAME: CENTENNIAL CELLULAR CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY CELLULAR CORP /DE DATE OF NAME CHANGE: 19600201 SC 13D/A 1 y91603sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D Page 1 of 11 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 2) CENTENNIAL COMMUNICATIONS CORP. (NAME OF ISSUER) COMMON STOCK, $0.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 15133V208 (CUSIP NUMBER) LAWRENCE H. GUFFEY BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. 345 PARK AVENUE NEW YORK, NEW YORK 10154 (212) 836-9805 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) NOVEMBER 7, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] CUSIP NO. 15133V208 SCHEDULE 13D (PAGE 2 OF 11) 1 NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Blackstone CCC Capital Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 20,026,470 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 20,026,470 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,026,470 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14 TYPE OF REPORTING PERSON PN
CUSIP NO. 15133V208 SCHEDULE 13D (PAGE 3 OF 11) 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone CCC Offshore Capital Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 3,635,247 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 3,635,247 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,635,247 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 14 TYPE OF REPORTING PERSON PN
CUSIP NO. 15133V208 SCHEDULE 13D (PAGE 4 OF 11) 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone Family Investment Partnership III L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 1,510,326 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,510,326 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,510,326 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON PN
CUSIP NO. 15133V208 SCHEDULE 13D (PAGE 5 OF 11) 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone Management Associates III L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 25,172,043 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 25,172,043 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,172,043 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% 14 TYPE OF REPORTING PERSON OO
CUSIP NO. 15133V208 SCHEDULE 13D (PAGE 6 OF 11) 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter G. Peterson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 25,172,043 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 25,172,043 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25.172,043* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% 14 TYPE OF REPORTING PERSON* IN
* Peter G. Peterson expressly disclaims beneficial ownership of the shares of Centennial Communications Corp. beneficially owned by Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P., Blackstone Family Investment Partnership III L.P., Blackstone Management Associates III L.L.C. and Stephen A. Schwarzman. CUSIP NO. 15133V208 SCHEDULE 13D (PAGE 7 OF 11) 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen A. Schwarzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 25,172,043 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 25,172,043 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,172,043* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% 14 TYPE OF REPORTING PERSON IN
* Stephen A. Schwarzman expressly disclaims beneficial ownership of the shares of Centennial Communications Corp. beneficially owned by Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P., Blackstone Family Investment Partnership III L.P., Blackstone Management Associates III L.L.C. and Peter G. Peterson. Page 8 of 11 This Amendment No. 2 (this "Amendment") further amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), filed on January 19, 1999, and amended by Amendment No. 1 thereto filed on September 17, 2003, relating to the shares of Class A common stock, par value $0.01 per share (the "Common Stock"), of Centennial Communications Corp., a Delaware corporation (the "Company"), by Blackstone CCC Capital Partners L.P., a Delaware limited partnership ("BCP CCC"), Blackstone CCC Offshore Capital Partners L.P., a Cayman Islands exempted limited partnership ("BCP CCC Offshore"), Blackstone Family Investment Partnership III L.P., a Delaware limited partnership ("BFIP III" and together with BCP CCC and BCP CCC Offshore, the "Blackstone Partnerships"), Blackstone Management Associates III L.L.C., a Delaware limited liability company ("BMA III"), Mr. Peter G. Peterson and Mr. Stephen A. Schwarzman (the foregoing, collectively, the "Reporting Persons"). This Amendment is being filed to update the Schedule 13D in light of certain recent events. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and supplemented to add the following information immediately prior to the last paragraph thereof: On November 7, 2003 the Blackstone Partnerships completed an offering (the "Offering") of an aggregate amount of 3,000,00 shares of common stock at $5.25 per share of Centennial Communications Corp. ("Centennial") to Lehman Brothers Inc. through a registered public offering. Following the Offering, the Blackstone Partnerships beneficially own 25,172,043 shares of common stock of Centennial. BCP CCC sold 2,386,752 shares of common stock and beneficially owns 19.4% of the outstanding common stock. BCP CCC Offshore sold 433,248 shares of common stock and beneficially owns 3.5% of the outstanding common stock and BFIP III sold 180,000 shares of common stock and beneficially owns 1.5% of the common stock. The percentage of shares of common stock beneficially owned by the Blackstone Partnerships after the offering is 24.4%. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) and (b) is hereby amended and supplemented as follows: (a) and (b) After the Offering, the Blackstone Partnerships beneficially own 25,172,043 shares of common stock of Centennial or 24.4% of the shares of Centennial's outstanding common stock. The Blackstone Partnerships beneficially own these shares as follows: Page 9 of 11
Percentage of Class of Shares of Common Stock Common Stock ---------------------- ------------ BCP CCC 20,026,470 19.4% BCP CCC Offshore 3,635,247 3.5% BFIP III 1,510,326 1.5%
After the Offering, the Blackstone Partnerships, acting through their sole general partner BMA III have the sole power to vote or direct the vote of, and to dispose or to direct the disposition of, the common stock respectively owned by them. As a result, BMA III may be deemed to beneficially own the shares of common stock directly owned by the respective Blackstone Partnerships of which it is the general partner. The Founding Members of BMA III have shared power to vote or to direct the vote of, and to dispose or to direct the disposition of, the shares of common stock that may be deemed to be beneficially owned by BMA III. As a result, each of such Founding Members may be deemed to beneficially own the shares of common stock that BMA III may be deemed to beneficially own. The Founding Members disclaim beneficial ownership of such shares. Item 5(c) is hereby amended as follows: (c) The information contained in Item 4 above is incorporated herein by reference as if restated in full. Page 10 of 11 After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. November 11, 2003 BLACKSTONE CCC CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., its general partner By: /s/ Lawrence H. Guffey ---------------------------------- Name: Lawrence H. Guffey Title: Member BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., its general partner By: /s/ Lawrence H. Guffey ---------------------------------- Name: Lawrence H. Guffey Title: Member BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. By: Blackstone Management Associates III L.L.C., its general partner By: /s/ Lawrence H. Guffey ---------------------------------- Name: Lawrence H. Guffey Title: Member BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Lawrence H. Guffey --------------------------------------- Name: Lawrence H. Guffey Title: Member Page 11 of 11 PETER G. PETERSON By: /s/ Peter G. Peterson --------------------------------------- STEPHEN A. SCHWARZMAN By: /s/ Stephen A. Schwarzman --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----