-----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, O+Hswy1dh2X6Di7rHfEU65wg/Z/b1MAt8x6GW0xEl+jrwj68Qrzcyc1wRr7ZUlC5 a47UEZ3tQh9LGnmwYElIKQ== 0000904454-07-000877.txt : 20071108 0000904454-07-000877.hdr.sgml : 20071108 20071108133044 ACCESSION NUMBER: 0000904454-07-000877 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 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: 071224685 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_110807-centennial.htm AMD TO SCHED 13D FOR CENTENNIAL 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. 11)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: David Mintz

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)

November 6, 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 8 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	19,122,000 shares of Common Stock
		8)	Shared Voting Power	-0-
		9)	Sole Dispositive Power	19,122,000 shares of Common Stock
		10)	Shared Dispositive Power	-0-
11)	Aggregate Amount Beneficially Owned by Each Reporting Person	19,122,000 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)	17.8%
14)	Type of Reporting Person	PN

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CUSIP NO. 15133V 20 8

Page 3 of 8 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	-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 8 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	-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 5 of 8 Pages

Amendment No. 11 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, Amendment No. 5 thereto filed on April 12, 2007, Amendment No. 6 thereto filed on April 25, 2007, Amendment No. 7 thereto filed on July 11, 2007, Amendment No. 8 thereto filed on July 25, 2007, Amendment No. 9 thereto filed on October 12, 2007 and Amendment No. 10 thereto filed on November 2, 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 107,450,739 shares of Common Stock outstanding as of September 28, 2007, as reported by the Issuer in its Report on Form 10-Q filed with the Commission on October 4, 2007.

(a)

WCAS VIII and VIII Associates

WCAS VIII owns 19,122,000 shares of Common Stock, or approximately 17.8% 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 CP III and CP III Associates

WCAS CP III and CP III Associates own no shares of Common Stock.

WCAS IP and INFO Partners

WCAS IP and INFO Partners own no shares of Common Stock.

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

(i) Patrick J. Welsh owns 1,076,726 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

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CUSIP NO. 15133V 20 8

Page 6 of 8 Pages

(ii) Russell L. Carson owns 1,076,726 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

(iii) Bruce K. Anderson owns 1,046,018 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

(iv) Thomas E. McInerney owns 1,006,584 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

(v) Robert A. Minicucci owns 321,976 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(vi) Anthony J. deNicola directly beneficially owns 213,284 shares of Common Stock and indirectly beneficially owns 57,151 shares of Common Stock held by deNicola Holdings, L.P., or, in the aggregate, less than 0.1% of the Common Stock outstanding.

(vii) Paul B. Queally owns 82,662 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(viii) Jonathan M. Rather owns 32,615 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(ix) D. Scott Mackesy owns 34,284 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(x) John D. Clark owns 8,799 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(xi) Sanjay Swani owns 16,107 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

WCAS Management Corporation

WCAS Management Corporation, which is affiliated with WCAS VIII, WCAS CP III and WCAS IP, and whose controlling stockholders are Patrick J. Welsh , Russell L. Carson, Bruce K. Anderson, Thomas E. McInerney and Robert A. Minicucci, owns 17,381 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(b) The managing members of VIII Associates and CP III Associates 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 and WCAS CP III, respectively. Each of the managing members of VIII Associates and CP III Associates disclaims beneficial ownership of all securities other than those he owns directly, if any, or by virtue of his indirect pro rata

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CUSIP NO. 15133V 20 8

Page 7 of 8 Pages

interest, as a managing member of VIII Associates and/or CP III Associates, as the case may be, in the securities owned by WCAS VIII and/or WCAS CP III.

(c) On November 6, 2007 WCAS VIII distributed in kind 6,000,000 shares of Common Stock to its partners, including 676,910 shares to VIII Associates (the "GP shares"), and immediately thereafter VIII Associates distributed such GP shares to its partners. Also on November 6, 2007 WCAS CP III distributed in kind 2,879,521 shares of Common Stock to its partners, including 324,860 shares to CP III Associates (the "GP shares"), and immediately thereafter CP III Associates 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 or WCAS CP III.

(e) Not Applicable.

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CUSIP NO. 15133V 20 8

Page 8 of 8 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.

Dated: November 8, 2007

	WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
	By:	/s/ David Mintz
		Attorney-in-Fact

	WCAS CAPITAL PARTNERS III, L.P.
	By:	/s/ David Mintz
		Attorney-in-Fact

	WCAS INFORMATION PARTNERS, L.P.
	By:	/s/ David Mintz
		Attorney-in-Fact

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