Centennial Cellular Corp. Announces Further Details on Status of Merger.NEW CANAAN New Canaan (kā`nən), town (1990 pop. 17,864), Fairfield co., SW Conn.; settled c.1700, inc. 1801. It is mainly a residential town and suburb of nearby New York City. Silvermine Guild Arts Center is located there. , Conn.--(BUSINESS WIRE)--Dec. 8, 1998--Centennial Cellular Corp. (the "Company") (Nasdaq: CYCL-news), a leading independent cellular provider, and Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS WCAS Weinberg College of Arts and Sciences WCAS Warfighter Communication Assessment System (US DoD) ") and certain of its affiliates jointly announced today that the Securities and Exchange Commission declared effective the Company's Registration Statement on Form S-4 with respect to the issuance of common stock of the Company, as the surviving corporation in the proposed merger (the "Merger") between the Company and CCW (Continuous Composite Write) A magneto-optic disk technology that emulates a WORM (Write Once Read Many) disk. It uses firmware in the drive to ensure that data cannot be erased and rewritten. Acquisition Corp. ("Acquisition"), a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. organized at the direction of WCAS. Upon consummation of the Merger, such common stock of the surviving corporation will be received by (i) current holders of Class A Common Stock of the Company who make an effective election to receive such shares, (ii) by current holders of Class A Common Stock with respect to which an election to receive common shares of the surviving corporation has not been made who are required to receive such shares due to proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. or (iii) by current holders of Class B Common Stock of the Company who are required to receive such shares due to proration. Pursuant to the Stockholder Agreement, dated as of July 2, 1998, between Century Communications Corp. ("Century") and Acquisition, Century, the principal stockholder of the Company, agreed to vote its shares of the Company in favor of the Merger so long as the merger agreement between the Company and Acquisition remains in effect. On December 4, 1998, Century executed a written stockholder's consent in lieu of Instead of; in place of; in substitution of. It does not mean in addition to. meeting to approve the Merger. Because Century controls, on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis, more than a majority of the outstanding votes of the Company required to approve the Merger, no further vote is necessary to approve the Merger. However, completion of the Merger is still subject to certain conditions, including the funding of committed financing, which financing is no longer subject to any material adverse change in relevant capital markets. Information Statement/Prospectus materials will be mailed on or about December 8, 1998 to stockholders of record as of December 4, 1998. A holder of Class A Common Stock electing to receive common shares of the surviving corporation must make an election by 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on January 6, 1999. The Company expects to close the Merger in January 1999. Any offering of securities in connection with the Merger will be made only by means of a prospectus. |
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