-----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, N1ciYAg6bHZbVyjXUUfSBysM7pEluJ3v+xJFlEEKrf0ZbCjml9FvYs7Ga+SNz+u2 rZv9JP1db0dtTbSEnxt9LA== 0000904454-03-000399.txt : 20030915 0000904454-03-000399.hdr.sgml : 20030915 20030915170221 ACCESSION NUMBER: 0000904454-03-000399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030915 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: 03896212 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON STOWE VIII LP CENTRAL INDEX KEY: 0001071870 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128415755 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_091503.txt SCHEDULE 13 D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (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.3)1 Centennial Communications Corp. ------------------------------- (Name of Issuer) Class A Common Stock, $.01 par value ------------------------------------ (Title of Class of Securities) 15133V 20 8 ----------- (CUSIP Number) Welsh, Carson, Anderson William J. Hewitt, Esq. & Stowe VIII, L.P., Ropes & Gray LLP 320 Park Avenue, Suite 2500 45 Rockefeller Plaza New York, New York 10022 New York, New York 10111 Attention: Jonathan M. Rather Tel. (212) 841-5700 Tel. (212) 893-9500 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 10, 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 [ ]. - ------------------------ 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP NO. 15133V 20 8 Page 2 of 9 Pages 1) Name of Reporting Person Welsh, Carson, Anderson & Stowe VIII, L.P. I.R.S. Identification No. of Above Person (Entities Only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power 43,122,000 shares of Shares Beneficially Common Stock Owned by Each Reporting Person ----------------------------------------------- With 8) Shared Voting -0- Power ----------------------------------------------- 9) Sole Dis- 43,122,000 shares of positive Power Common Stock ----------------------------------------------- 10) Shared Dis- -0- positive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially 43,122,000 shares of Owned by Each Reporting Person Common Stock - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 45.0% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person PN -2- CUSIP NO. 15133V 20 8 Page 3 of 9 Pages 1) Name of Reporting Person Welsh, Carson, Anderson & Stowe VII, L.P. I.R.S. Identification No. of Above Person (Entities Only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power 5,833,053 shares of Shares Beneficially Common Stock Owned by Each Reporting Person ----------------------------------------------- With 8) Shared Voting -0- Power ----------------------------------------------- 9) Sole Dis- 5,833,053 shares of positive Power Common Stock ----------------------------------------------- 10) Shared Dis- -0- positive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially 5,833,053 shares of Owned by Each Reporting Person Common Stock - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 6.1% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person PN -3- CUSIP NO. 15133V 20 8 Page 4 of 9 Pages 1) Name of Reporting Person WCAS Information Partners, L.P. I.R.S. Identification No. of Above Person (Entities Only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power 204,669 shares of Shares Beneficially Common Stock Owned by Each Reporting Person ----------------------------------------------- With 8) Shared Voting -0- Power ----------------------------------------------- 9) Sole Dis- 204,669 shares of positive Power Common Stock ----------------------------------------------- 10) Shared Dis- -0- positive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially 204,669 shares of Owned by Each Reporting Person Common Stock - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 0.2% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person PN -4- CUSIP NO. 15133V 20 8 Page 5 of 9 Pages 1) Name of Reporting Person WCAS Capital Partners III, L.P. I.R.S. Identification No. of Above Person (Entities Only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power 4,879,521 shares of Shares Beneficially Common Stock Owned by Each Reporting Person ----------------------------------------------- With 8) Shared Voting -0- Power ----------------------------------------------- 9) Sole Dis- 4,879,521 shares of positive Power Common Stock ----------------------------------------------- 10) Shared Dis- -0- positive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially 4,879,521 shares of Owned by Each Reporting Person Common Stock - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by 5.1% Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person PN -5- CUSIP NO. 15133V 20 8 Page 6 of 9 Pages Amendment No. 3 to Schedule 13D ------------------------------- Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on January 19, 1999, Amendment No. 1 thereto filed on January 22, 2003 and Amendment No. 2 thereto filed on June 9, 2003 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 2. Identity and Background. ---------------------- Item 2 is hereby amended by adding the following thereto: As further described in Item 6 below, on September 10, 2003, WCAS VIII, WCAS VII, WCAS CP III, WCAS IP and certain individual affiliates of such Reporting Persons (collectively, the "WCAS Stockholders") entered into a Reporting Agreement with Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P. and Blackstone Family Investment Partnership III L.P. (collectively, the "Blackstone Stockholders") (the "Reporting Agreement"), pursuant to which the WCAS Stockholders and the Blackstone Stockholders agreed to affirm that each is a member of a group for purposes of the applicable rules of The Nasdaq Stock Market, Inc.'s National Market with respect to the Common Stock of the Issuer, and to acknowledge such group membership in all required filings pursuant to Section 13(d) under the Securities Exchange Act of 1934, as amended (the "Act"). Although the WCAS Stockholders and the Blackstone Stockholders may be deemed to constitute a group pursuant to Rule 13d-5(b)(1) under the Act, this statement on Schedule 13D is being filed solely on behalf of the WCAS Stockholders, and does not reflect ownership of any securities held by any other member of such group. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Item 6 is hereby amended by adding the following thereto: As referred to in Item 2 above, the WCAS Stockholders and the Blackstone Stockholders have entered into the Reporting Agreement. As further described therein, the Reporting Agreement will automatically become effective as of the consummation of the firm portion of the registered public offering by the Issuer of at least 27,000,000, and no more than 30,000,000, shares of Common Stock pursuant to a registration statement that becomes effective no later than September 30, 2003; provided that such offering includes an over-allotment option of at least 15% of the shares of Common Stock included in the firm portion of the registered public offering, which shares will be sold by affiliates of one of the Blackstone Stockholders. The -6- CUSIP NO. 15133V 20 8 Page 7 of 9 Pages Reporting Agreement will terminate upon the earlier of (i) the termination of the provisions of the First Amended and Restated Stockholders Agreement dated as of January 20, 1999, as amended, among the Issuer and the other parties thereto (the "Stockholders Agreement", which is further described below) and (ii) the date on which the parties to the Reporting Agreement beneficially own in the aggregate less than a majority of the voting power of the Issuer. The Reporting Agreement is attached hereto as Exhibit A, and any description thereof is qualified in its entirety by reference thereto. Concurrently with the execution of the Reporting Agreement, the WCAS Stockholders, the Blackstone Stockholders and the Issuer entered into Amendment No. 1 to the First Amended and Restated Stockholders Agreement (the "Stockholders Agreement Amendment"). The Stockholders Agreement Amendment amends the First Amended and Restated Stockholders Agreement dated as of January 20, 1999 by providing, among other things, that the WCAS Stockholders and the Blackstone Stockholders (collectively, the "Equity Investors") would vote, at each annual or special stockholders meeting called to elect the directors, and whenever the stockholders of the Issuer act by written consent with respect to the election of the directors, (i) for the election of one director designated by WCAS VII, one director designated by WCAS VIII and one director (and commencing on the day following the Issuer's 2003 annual meeting of stockholders, two directors) designated by WCAS CP III, in each case so long as the WCAS Stockholders own in the aggregate not less than 25% of the shares of Common Stock owned by them on January 20, 1999; (ii) for the election of one director designated by the Blackstone Stockholders, so long as the Blackstone Stockholders own in the aggregate at least 33% of the shares of Common Stock owned by them on January 20, 1999, (iii) for the election of the Chief Executive Officer of the Issuer, and (iv) for the election of three outside, independent directors. In addition, the Stockholders Agreement Amendment provides that (i) the Issuer's Compensation Committee shall consist of three directors, two of which shall be designees of the WCAS Stockholders (if any) and one of which shall be the designee of the Blackstone Stockholders (if any), (ii) the Issuer's Audit Committee shall consist of three directors, one of which shall be a designee of the WCAS Stockholders (if any), and (iii) the Issuer's other committees shall consist of three directors, at least two of which shall be designees of the WCAS Stockholders (if any) and one of which shall be a designee of the Blackstone Stockholders (if any). The Stockholders Agreement Amendment is incorporated herein as Exhibit B hereto by reference to Exhibit 4.2 to the Issuer's Report on Form 8-K dated September 12, 2003, as filed with the Commission on September 12, 2003, and any description thereof is qualified in its entirety by reference thereto. On September 10, 2003, the Equity Investors and the Issuer also entered into Amendment No. 1 to the First Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement Amendment"), pursuant to which the Equity Investors modified certain rights that they have related to the registration of Common Stock under the Securities Act of 1933, as amended. The Registration Rights Agreement Amendment is incorporated herein as Exhibit C hereto by reference to Exhibit 4.1 to the Issuer's Report on Form 8-K dated September 12, 2003, as filed with the Commission on September 12, 2003, and any description thereof is qualified in its entirety by reference thereto. -7- CUSIP NO. 15133V 20 8 Page 8 of 9 Pages Item 7. Material to be filed as Exhibits. -------------------------------- Exhibit A - Reporting Agreement Exhibit B - Registration Rights Agreement Amendment (incorporated by reference to Exhibit 4.2 to the Issuer's Report on Form 8-K dated September 12, 2002, as filed with the Commission on September 12, 2003) Exhibit C - Stockholders Agreement Amendment (incorporated by reference to Exhibit 4.1 to the Issuer's Report on Form 8-K dated September 12, 2002, as filed with the Commission on September 12, 2003) -8- CUSIP NO. 15133V 20 8 Page 9 of 9 Pages Signature --------- 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. WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By: WCAS VIII Associates, LLC, General Partner By: /s/ Jonathan M. Rather ------------------------------------------- Managing Member WELSH, CARSON, ANDERSON & STOWE VII, L.P. By: WCAS VII Partners, L.P., General Partner By: /s/ Jonathan M. Rather ------------------------------------------- General Partner WCAS INFORMATION PARTNERS, L.P. By: WCAS INFO Partners, General Partner By: /s/ Jonathan M. Rather ------------------------------------------- Attorney-in-Fact WCAS CAPITAL PARTNERS III, L.P. By: WCAS CP III Associates, LLC, General Partner By: /s/ Jonathan M. Rather ------------------------------------------- Managing Member Dated: September 15, 2003 EX-99 3 exa091103.txt EXHIBIT A - REPORTING AGREEMENT Exhibit A REPORTING AGREEMENT In consideration of the mutual covenants herein contained, each of the parties hereto represents to and agrees with the other parties as follows: 1. Such party agrees to affirm that it is a member of a group together with the other parties hereto with respect to the Common Stock, par value $.01 per share ("Common Stock"), of Centennial Communications Corp. (the "Company") for purposes of the applicable rules of The Nasdaq Stock Market, Inc.'s National Market, and agrees to so acknowledge in all filings (the "Required Filings") required to be made by such party pursuant to Section 13(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Such party is responsible for the filing of its own Statement on Schedule 13D and other Required Filings and such party agrees to file its Required Filings and any amendments thereto on a timely basis. Such party is responsible for the completeness and accuracy of the information concerning such party contained in such party's Required Filings; provided that no such party is responsible for the completeness or accuracy of the information concerning the other parties contained in such party's Required Filings, unless such party knows that such information is inaccurate. 3. Such party agrees to notify each other party hereto as soon as reasonably practicable of (i) an increase or decrease in the number of shares of Common Stock beneficially owned by such party or (ii) any other change to the information set forth in any Required Filing of such party. 4. This Agreement shall terminate without further action by any party hereto upon the earlier to occur of (i) the termination of all of the provisions of the First Amended and Restated Stockholders Agreement dated as of January 20, 1999, as amended, among the Company and the other parties thereto (the "Stockholders Agreement") and (ii) the date on which the parties hereto beneficially own in the aggregate less than a majority of the voting power of the Company; provided that paragraph 5 of this Agreement shall survive any such termination. Without limiting any party's rights or obligations under the Stockholders Agreement, nothing herein shall prohibit, limit or restrict the right of any party to transfer, sell or dispose of any Common Stock or other securities of the Company, nor limit or restrict the right of any party to vote such securities in its sole discretion, nor shall anything herein require any party to retain any number or percentage of the shares of Common Stock. 5. Such party hereby indemnifies each other party hereto and the affiliates of such other party (each, an "Indemnified Person") against and agrees to hold each of them harmless from any and all damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and expenses) in connection with any action, suit or proceeding incurred or suffered by any Indemnified Person arising out of any violation by such party of Section 13(d) of the Exchange Act or any of the rules and regulations promulgated thereunder relating to the Common Stock. 6. This Agreement has been executed as of the date set forth on the signature pages hereto and will automatically and without further action of the parties become effective as of the consummation of the firm portion of the registered public offering by the Company of at least 27,000,000, and (without the consent of Welsh, Carson, Anderson & Stowe VIII, L.P. and Blackstone Management Associates III, L.P., which consent may be withheld in the sole discretion of the consenting party) no more than 30,000,000, shares of Common Stock pursuant to a registration statement that becomes effective no later than September 30, 2003; provided that such offering includes an over-allotment option (whether or not exercised) of at least 15% of the shares of Common Stock included in the firm portion of the registered public offering, which shares will be sold by affiliates of Blackstone Management Associates III, L.L.C. This Agreement shall be governed by the internal laws of the State of New York and may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts taken together shall constitute but one agreement. Dated: September 10, 2003 WELSH, CARSON, ANDERSON & STOWE VII, L.P. By: WCAS VII Partners, L.P., General Partner By: /s/ Jonathan M. Rather ------------------------------------ General Partner WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By: WCAS VIII Associates, L.L.C., General Partner By: /s/ Jonathan M. Rather ------------------------------------ Managing Member WCAS CAPITAL PARTNERS III, L.P. By: WCAS CP III Associates, L.L.C., General Partner By: /s/ Jonathan M. Rather ------------------------------------- Managing Member WCAS INFORMATION PARTNERS, L.P. By: /s/ Jonathan M. Rather ------------------------------------- General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Thomas E. McInerney Robert A. Minicucci Anthony J. de Nicola Paul B. Queally D. Scott Mackesy John Clark James R. Matthews Sanjay Swani Jonathan M. Rather By: /s/ Jonathan M. Rather ------------------------------------ Jonathan M. Rather Individually and as Attorney-in-fact 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 -----END PRIVACY-ENHANCED MESSAGE-----