sc13d
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Centennial Communications Corp.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
15133V 208
(CUSIP Number)
Wayne A. Wirtz
AT&T Inc.
208 S. Akard St.
Dallas, Texas 75202
210-821-4105
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 7, 2008
(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
that 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.
Note. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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NAME OF REPORTING PERSON
AT&T Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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-0- |
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SHARED VOTING POWER |
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19,122,000 (1) |
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SOLE DISPOSITIVE POWER |
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SHARED DISPOSITIVE POWER |
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-0- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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19,122,000 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.7% |
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TYPE OF REPORTING PERSON |
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The shares of Common Stock, par value $0.01 per share (“Centennial Common Stock”), of
Centennial Communications Corp., a Delaware corporation
(“Centennial” or the “Issuer”) covered by this item
are deemed beneficially owned under a Voting Agreement, dated as of November 7, 2008 (the
“Voting Agreement”), among AT&T Inc., a Delaware corporation (“AT&T”), Welsh, Carson, Anderson
& Stowe VIII L.P. (“Stockholder”) and Centennial, obligating the Stockholder to vote such
shares in accordance with the |
terms of the Voting Agreement and pursuant to which a limited
proxy was provided. AT&T expressly disclaims beneficial ownership of all of the shares of
Centennial Common Stock subject to the Voting Agreement and the proxies.
ITEM 1. SECURITY AND ISSUER.
This
statement relates to the shares of Common Stock, par value $0.01 per share, of
Centennial. The
principal executive offices of Centennial are located at 3349 Route 138, Wall, NJ 07719.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by AT&T. The principal business address of AT&T is 208 S. Akard
St., Dallas, Texas 75202. AT&T is a communications holding company whose subsidiaries are engaged
principally in communications.
(a)-(c); (f) The name, business address, present principal occupation or employment, and the
name and principal business of any corporation or other organization in which such employment is
conducted of each of the directors, advisory directors and executive officers of AT&T is set forth
in Schedule I hereto. Except as otherwise indicated in Schedule I, each person listed in Schedule I
hereto is a citizen of the United States.
(d)-(e) During the last five years, neither AT&T nor, to the knowledge of AT&T, any of the
persons listed on Schedule I hereto, (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a)-(j) On November 7, 2008, Centennial, AT&T and Independence Merger Sub Inc. (“Merger Sub”),
a Delaware corporation and a wholly-owned subsidiary of AT&T, entered into that certain Agreement
and Plan of Merger, dated as of November 7, 2008 (the “Merger Agreement”). The Merger Agreement
provides, among other things, for the merger of the Merger Sub with and into Centennial (the
“Merger”) with Centennial surviving (the “Surviving Corporation”) as a wholly-owned subsidiary of
AT&T.
Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement),
each share of Centennial Common Stock issued and outstanding immediately prior to the Effective
Time, other than Excluded Shares, Dissenting Shares and Parent Shares (each as defined in the
Merger Agreement), will be converted into and shall thereafter represent the right to receive $8.50
in cash, without interest (the “Merger Consideration”). At the Effective Time Centennial will
become a wholly-owned subsidiary of AT&T. The Surviving
Corporation will cause
the shares of Centennial Common Stock to be
de-listed from the Nasdaq Global Select Exchange and de-registered under the Securities Exchange
Act of 1934, as amended, as soon as practicable following the Effective Time.
Consummation of the Merger is subject to the satisfaction or waiver at or prior to the
Effective Time of certain conditions, including, but not limited to, (i) approval of the Merger
Agreement by the holders of shares of Centennial Common Stock, (ii) conditions related to
regulatory approval and (iii) other customary closing conditions.
Pursuant to the Merger Agreement, (i) the certificate of incorporation of Centennial as in
effect immediately prior to the Effective Time will be the certificate of incorporation (the
“Charter”) of the Surviving Corporation, (ii) the by-laws of Merger Sub, as in effect immediately
prior to the Effective Time, shall be the by-laws (the “By-Laws”) of the Surviving Corporation,
(iii) the board of directors of Merger Sub immediately prior to the Effective Time will become the
board of directors of the Surviving Corporation until their successors have been duly elected or
appointed and have qualified or until their earlier death, resignation or removal in accordance
with the Charter and the By-Laws, and (iv) the officers of Centennial immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation, until their respective
successors are duly elected or appointed and qualified or their earlier death, resignation or
removal in accordance with the Charter and By-Laws.
The Merger Agreement contains certain customary restrictions on the conduct of the business of
Centennial pending the Merger, including certain customary restrictions relating to Centennial
Common Stock. Further, pursuant to the Merger Agreement, Centennial has agreed, that after the date
of the Merger Agreement and prior to the Effective Time, not to authorize or pay any dividends on
or make any distribution with respect to its outstanding shares of capital stock (whether in cash,
assets, stock or other securities of Centennial).
The
Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference
in its entirety. The foregoing summary of the Merger Agreement does not purport to be complete and
is qualified in its entirety by reference to such exhibit.
In connection with the Merger Agreement, AT&T and Centennial entered into a letter agreement
(the “Voting Agreement”), dated as of November 7, 2008, with Welsh, Carson, Anderson & Stowe VIII
L.P. (the “Stockholder”), under which the Stockholder has agreed to vote the shares of Centennial
Common Stock over which the Stockholder has voting control (a) in favor of (i) adoption of the
Merger Agreement and (ii) any other matter that is required to be approved by the stockholders of
Centennial to facilitate the transaction contemplated by the Merger Agreement, and (b) against (i)
any proposal made in opposition to adoption of the Merger Agreement or in competition with the
Merger, (ii) any Company Alternative Proposal (as defined in the Merger Agreement), (iii) any
Qualifying Transaction (as defined in the Merger Agreement), and (iv) any proposal that is intended
to or would
reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage
consummation of the Merger or that would result in any breach of any representation, warranty,
covenant, agreement or other obligation of the Company in the Merger Agreement.
Also under the Voting Agreement, the Stockholder granted to AT&T an irrevocable proxy coupled
with an interest, in accordance with Section 212(e) of the DGCL, which such interest was granted in
order to secure such Stockholder’s performance and in
consideration of AT&T entering into the
Voting Agreement and the Merger Agreement. The proxy granted by Stockholder is automatically
revoked upon termination of the Voting Agreement.
The Voting Agreement will terminate on the earliest to occur of (a) the Effective Time, (b)
the termination of the Merger Agreement in accordance with its terms, and (c) any change in the
form or composition of the Merger Consideration payable in the Merger or any extension of the
Termination Date.
The
Voting Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference
in its entirety. The foregoing summary of the Voting Agreement does not purport to be complete and
is qualified in its entirety by reference to such exhibit.
Except as contemplated by the Merger Agreement, the Voting Agreement or as otherwise set forth
in this Item 4, neither AT&T, nor, to the knowledge of AT&T, any of the persons listed on Schedule
I hereto, has any present plans or proposals which relate to or which would result in or relate to
any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) For the purposes of Rule 13d-3 promulgated under the Exchange Act, AT&T may be
deemed to be the beneficial owner of an aggregate of 19,122,000 shares in connection with the
Voting Agreement. Pursuant to the rights afforded to it under the Voting Agreement, AT&T may be
deemed to have shared power to vote up to an aggregate of 19,122,000 shares in favor of approval of
the Merger Agreement, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act,
AT&T may be deemed to be the beneficial owner of an aggregate of 19,122,000 shares. Based on the
number of outstanding shares of Centennial Common Stock on October 1, 2008 as set forth in
Centennial’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2008, AT&T may
be deemed to own approximately 17.7% of the issued and outstanding shares of Centennial Common
Stock. AT&T expressly disclaims beneficial ownership of all of the shares of Centennial Common
Stock subject to the Voting Agreement.
Except for 1,800 shares owned by Patricia P. Upton, to the knowledge of AT&T, none of the
persons listed on Schedule I hereto is the beneficial owner of any shares of Centennial Common
Stock.
(c) Except as described in Item 4 hereof or as listed on Schedule I hereto, no transactions in
the Centennial Common Stock were effected by AT&T, or, to the knowledge of AT&T, any of the persons
listed on Schedule I hereto, during the past 60 days.
(d) AT&T has no right to receive dividends from, or the proceeds from the sale of, the shares
of Centennial Common Stock subject to the Voting Agreement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Except as set forth in this Schedule 13D, to the knowledge of AT&T, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 or listed on Schedule I hereto, and between such persons and any person with
respect to any securities of Centennial, including but not limited to, transfer or voting of any of
the securities of Centennial, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or losses, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another person voting power over the
securities of Centennial.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of November 7, 2008, among AT&T
Inc., Independence Merger Sub Inc. and Centennial Communications Corp. |
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Exhibit 10.1
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Voting Agreement, dated as of November 7, 2008, between AT&T Inc.,
Centennial Communications Corp. and Welsh, Carson, Anderson & Stowe VIII L.P. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify
that the information set forth in this 13D is true, complete and correct.
Dated: November 17, 2008
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| AT&T Inc. |
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By: |
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/s/ Rick L. Moore |
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Name:
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Rick L. Moore
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Title:
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Senior Vice President - Corporate Development |
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
AT&T INC.
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Name, Address and Principal |
| Name of Director |
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Business Address |
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Principal Occupation |
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Business of Employer |
Randall L. Stephenson
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175 E. Houston
San Antonio, Texas
78205-2233
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Chairman of the
Board, Chief
Executive Officer
and President of
AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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William F. Aldinger III
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175 E. Houston
San Antonio, Texas
78205-2233
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President and Chief
Executive Officer
of Capmark
Financial Group
Inc.
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Capmark Financial
Group Inc.
411 Borel Avenue,
Suite 320 San Mateo,
California |
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Capmark Financial
Group Inc. is a
commercial real estate
finance company. |
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Gilbert F. Amelio
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175 E. Houston
San Antonio, Texas
78205-2233
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Chairman and Chief
Executive Officer
of Jazz
Technologies, Inc.
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Jazz Technologies, Inc.
4321 Jamboree Road
Newport Beach,
California |
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Jazz Technologies,
Inc. is the parent
company of Jazz
Semiconductor, Inc.,
an independent
semiconductor wafer
foundry. |
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Reuben V. Anderson
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior partner in
the law firm of
Phelps Dunbar, LLP
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Phelps Dunbar, LLP
Canal Place 365 Canal
Street, Suite 2000 New
Orleans, Louisiana
70130-6534 |
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Phelps Dunbar, LLP is
a law firm. |
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Name, Address and Principal |
| Name of Director |
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Business Address |
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Principal Occupation |
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Business of Employer |
James H. Blanchard
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175 E. Houston
San Antonio, Texas 78205-2233
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Retired Chairman of
the Board and Chief
Executive Officer
of Synovus
Financial Corp.
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Not Applicable |
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August A. Busch III
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175 E. Houston
San Antonio, Texas
78205-2233
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Retired Chairman of
the Board of
Anheuser-Busch
Companies, Inc.
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Not Applicable |
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James P. Kelly
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175 E. Houston
San Antonio, Texas
78205-2233
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Retired Chairman of
the Board and Chief
Executive Officer
of United Parcel
Service, Inc.
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Not Applicable |
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Jon C. Madonna
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175 E. Houston
San Antonio, Texas
78205-2233
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Retired Chairman
and Chief Executive
Officer of KPMG LLP
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Not Applicable |
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Lynn M. Martin
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175 E. Houston
San Antonio, Texas
78205-2233
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President of The
Martin Hall Group,
LLC
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The Martin Hall Group,
LLC
3750 N. Lake Shore Drive,
Unit 10A, Chicago,
Illinois 60613
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The Martin Hall Group,
LLC is a human
resources consulting
firm. |
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John B. McCoy
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175 E. Houston
San Antonio, Texas
78205-2233
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Retired Chairman of
Bank One
Corporation
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Not Applicable |
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Mary S. Metz
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175 E. Houston
San Antonio, Texas
78205-2233
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Chair Emerita of
the Board of
Trustees of
American
Conservatory
Theater
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Not Applicable |
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Name, Address and Principal |
| Name of Director |
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Business Address |
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Principal Occupation |
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Business of Employer |
Joyce M. Roché
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175 E. Houston
San Antonio, Texas
78205-2233
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President and Chief
Executive Officer
of Girls
Incorporated
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Girls Incorporated
120 Wall Street New
York,
NY 10005-3902
Girls Incorporated is
a national nonprofit
research, education,
and advocacy
organization. |
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Laura D’Andrea Tyson
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175 E. Houston
San Antonio, Texas
78205-2233
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Professor of
Business
Administration and
Economics at the
Walter A. Haas
School of Business,
University of
California at
Berkeley
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The Walter A. Haas
School of Business,
University of
California at Berkley
2220 Piedmont Avenue
(delivery address)
University of California at Berkeley
Berkeley, CA 94720-1900 |
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Patricia P. Upton
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175 E. Houston
San Antonio, Texas
78205-2233
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President and Chief
Executive Officer
of Aromatique, Inc.
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Aromatique, Inc.
P.O. Box 6000 3421
Highway 25B North
Heber Springs,
Arkansas 72543
Aromatique, Inc. is a
manufacturer and
wholesaler of
decorative fragrances. |
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| Name of Executive Officer |
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Name, Address and Principal |
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Business Address |
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Principal Occupation |
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Business of Employer |
William A. Blase Jr.
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior Executive
Vice President –
Human Resources of
AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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James W. Callaway
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior Executive
Vice President –
Executive
Operations of AT&T
Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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James W. Cicconi
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior Executive
Vice President –
External and
Legislative Affairs
of AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Catherine M. Coughlin
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior Executive
Vice President and
Global Marketing
Officer of AT&T
Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Rafael (Ralph) de la
Vega
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175 E. Houston
San Antonio, Texas
78205-2233
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President and Chief
Executive Officer
– AT&T Mobility of
AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Richard G. Lindner
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior Executive
Vice President and
Chief Financial
Officer of AT&T
Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Forrest E. Miller
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175 E. Houston
San Antonio, Texas
78205-2233
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Group President –
Corporate Strategy
and Development of
AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Ronald E. Spears
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175 E. Houston
San Antonio, Texas
78205-2233
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Group President –
Global Business
Services of AT&T
Communications
Corp.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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| Name of Executive Officer |
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Name, Address and Principal |
| (other than Directors) |
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Business Address |
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Principal Occupation |
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Business of Employer |
John T. Stankey
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175 E. Houston
San Antonio, Texas
78205-2233
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Group President –
Telecom Operations
of AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Wayne Watts
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175 E. Houston
San Antonio, Texas
78205-2233
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Senior Executive
Vice President and
General Counsel of
AT&T Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |
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Rayford Wilkins, Jr.
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175 E. Houston
San Antonio, Texas
78205-2233
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Group President –
Diversified
Businesses of AT&T
Inc.
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AT&T Inc.
175 E. Houston
San Antonio, Texas
78205-2233 |