-----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, Uze81FXghXA7Qc5antS2AcnvC0OQyfM9Y/Npe06tQWIJDRsW7epw3zf8nr2JEFHy S8SeHtHs6VYEoxvjwHLAIA== 0000904454-07-000232.txt : 20070425 0000904454-07-000232.hdr.sgml : 20070425 20070425102604 ACCESSION NUMBER: 0000904454-07-000232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070425 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: 07786357 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_042407-centennial.htm AMD TO SCH 13D FOR CENTENTIAL BY WCAS VIII

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. 6)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

& Stowe

320 Park Avenue, Suite 2500

New York, New York 10022

Attention: Jonathan M. Rather

Tel. (212) 893-9500

William J. Hewitt, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Tel. (212) 596-9000

_________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 24, 2007

(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 o.

_________________________

¹ The 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 I.R.S. Identification No. of Above Person (Entities Only)	Welsh, Carson, Anderson & Stowe VIII, L.P.
2)	Check the Appropriate Box if a Member of a Group	(a) x (b) o
3)	SEC Use Only
4)	Source of Funds	Not Applicable
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	Not Applicable
6)	Citizenship or Place of Organization	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7)	Sole Voting Power	43,122,000 shares of Common Stock
		8)	Shared Voting Power	-0-
		9)	Sole Dispositive Power	43,122,000 shares of Common Stock
		10)	Shared Dispositive Power	-0-
11)	Aggregate Amount Beneficially Owned by Each Reporting Person	43,122,000 shares of Common Stock
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13)	Percent of Class Represented by Amount in Row (11)	40.7%
14)	Type of Reporting Person	PN

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CUSIP NO. 15133V 20 8

Page 3 of 9 Pages

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)	Welsh, Carson, Anderson & Stowe VII, L.P.
2)	Check the Appropriate Box if a Member of a Group	(a) x (b) o
3)	SEC Use Only
4)	Source of Funds	Not Applicable
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	Not Applicable
6)	Citizenship or Place of Organization	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7)	Sole Voting Power	-0-
		8)	Shared Voting Power	-0-
		9)	Sole Dispositive Power	-0-
		10)	Shared Dispositive Power	-0-
11)	Aggregate Amount Beneficially Owned by Each Reporting Person	-0-
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13)	Percent of Class Represented by Amount in Row (11)	-0-
14)	Type of Reporting Person	PN

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CUSIP NO. 15133V 20 8

Page 4 of 9 Pages

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)	WCAS Information Partners, L.P.
2)	Check the Appropriate Box if a Member of a Group	(a) x (b) o
3)	SEC Use Only
4)	Source of Funds	Not Applicable
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	Not Applicable
6)	Citizenship or Place of Organization	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7)	Sole Voting Power	204,669 shares of Common Stock
		8)	Shared Voting Power	-0-
		9)	Sole Dispositive Power	204,669 shares of Common Stock
		10)	Shared Dispositive Power	-0-
11)	Aggregate Amount Beneficially Owned by Each Reporting Person	204,669 shares of Common Stock
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13)	Percent of Class Represented by Amount in Row (11)	0.2%
14)	Type of Reporting Person	PN

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CUSIP NO. 15133V 20 8

Page 5 of 9 Pages

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)	WCAS Capital Partners III, L.P.
2)	Check the Appropriate Box if a Member of a Group	(a) x (b) o
3)	SEC Use Only
4)	Source of Funds	Not Applicable
5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	Not Applicable
6)	Citizenship or Place of Organization	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7)	Sole Voting Power	4,879,521 shares of Common Stock
		8)	Shared Voting Power	-0-
		9)	Sole Dispositive Power	4,879,521 shares of Common Stock
		10)	Shared Dispositive Power	-0-
11)	Aggregate Amount Beneficially Owned by Each Reporting Person	4,879,521 shares of Common Stock
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13)	Percent of Class Represented by Amount in Row (11)	4.6%
14)	Type of Reporting Person	PN

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CUSIP NO. 15133V 20 8

Page 6 of 9 Pages

Amendment No. 6 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, Amendment No. 2 thereto filed on June 9, 2003, Amendment No. 3 thereto filed on September 15, 2003, Amendment No. 4 thereto filed on August 1, 2006 and Amendment No. 5 thereto filed on April 12, 2007 (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 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read in its entirety as follows:

The information set forth below is based on a total of 106,059,000 shares of Common Stock outstanding as of April 24, 2007.

(a)

WCAS VIII and VIII Associates

WCAS VIII owns 43,122,000 shares of Common Stock, or approximately 40.7% of the Common Stock outstanding. VIII Associates, as the general partner of WCAS VIII, may be deemed to beneficially own the securities owned by WCAS VIII.

WCAS VII and VII Partners

WCAS VII and VII Partners, as the general partner of WCAS VII, own no Common Stock.

WCAS CP III and CP III Associates

WCAS CP III owns 4,879,521 shares of Common Stock, or approximately 4.6% of the Common Stock outstanding. CP III Associates, as the general partner of WCAS CP III, may be deemed to beneficially own the securities owned by WCAS CP III.

WCAS IP and INFO Partners

WCAS IP owns 204,669 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. INFO Partners, as the general partner of WCAS IP, may be deemed to beneficially own the securities owned by WCAS IP.

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CUSIP NO. 15133V 20 8

Page 7 of 9 Pages

Managing Members of VIII Associates and CP III Associates and General Partners of VII Partners and INFO Partners

(i) Patrick J. Welsh owns 575,911 shares of Common Stock, or approximately 0.5% of the Common Stock outstanding.

(ii) Russell L. Carson owns 575,911 shares of Common Stock, or approximately 0.5% of the Common Stock outstanding.

(iii) Bruce K. Anderson owns 545,203 shares of Common Stock, or approximately 0.5% of the Common Stock outstanding.

(iv) Thomas E. McInerney 539,170 shares of Common Stock, or approximately 0.5% of the Common Stock outstanding.

(v) Robert A. Minicucci owns 197,468 shares of Common Stock, or less than 0.2% of the Common Stock outstanding.

(vi) Anthony J. deNicola indirectly beneficially owns 57,151 shares of Common Stock held by deNicola Holdings, L.P., or less than 0.1% of the Common Stock outstanding.

(vii) Paul B. Queally owns 55,557 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(viii) Jonathan M. Rather owns 2,950 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(ix) D. Scott Mackesy owns 10,233 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(x) John D. Clark owns no Common Stock.

(xi) Sanjay Swani owns no Common Stock.

(b) The managing members of VIII Associates and CP III Associates and the general partners of VII Partners and INFO Partners may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by WCAS VIII, WCAS CP III, WCAS VII and, WCAS IP, respectively. Each of the managing members of VIII Associates and CP III Associates and the general partners of VII Partners and INFO Partners disclaims beneficial ownership of all securities other than those he owns directly, if any, or by virtue of his indirect pro rata interest, as a managing member of VIII Associates and/or CP III Associates and/or as a general partner of VII Partners and/or INFO Partners, as the

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CUSIP NO. 15133V 20 8

Page 8 of 9 Pages

case may be, in the securities owned by WCAS VIII, WCAS CP III, WCAS VII and/or WCAS IP.

(c) On April 24, 2007 WCAS VII distributed in kind 2,833,053 shares of Common Stock to its partners, including 285,091 shares to VII Partners (the "GP shares"), and immediately thereafter VII Partners distributed such GP shares to its partners.

(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock owned by WCAS VIII, WCAS CP III, WCAS VII or WCAS IP.

(e) Not Applicable.

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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: April 24, 2007

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