<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
REGISTRATION NO. 333-04207
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO.1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRESNAN COMMUNICATIONS COMPANY HOLDING, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 483 13-3887246
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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BCC HOLDING CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 483 13-3887242
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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709 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604-3023
(914) 993-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
WILLIAM J. BRESNAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BRESNAN COMMUNICATIONS, INC.
709 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604-3023
(914) 993-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
<TABLE>
<S> <C>
WILLIAM F. SCHWITTER, ESQ. MARC S. ROSENBERG, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER CRAVATH, SWAINE & MOORE
399 PARK AVENUE WORLDWIDE PLAZA
NEW YORK, NEW YORK 10022 825 EIGHTH AVENUE
(212) 318-6000 NEW YORK, NEW YORK 10019
(212) 474-1000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC : As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. / /.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
FORM S-1 ITEM NUMBER AND HEADING LOCATION OR CAPTION IN PROSPECTUS
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<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of
Prospectus.............................. Facing Page of Registration Statement;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus........................... Inside Front Cover Page of Prospectus;
Outside Back Cover Page of Prospectus
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges...... Prospectus Summary; Risk Factors; Selected
Financial and Operating Data
4. Use of Proceeds........................... Use of Proceeds
5. Determination of Offering Price........... Not Applicable
6. Dilution.................................. Not Applicable
7. Selling Security Holders.................. Not Applicable
8. Plan of Distribution...................... Outside Front Cover Page of Prospectus;
Underwriting
9. Description of Securities to be
Registered.............................. Outside Front Cover Page of Prospectus;
Description of Debentures
10. Interests of Named Experts and Counsel.... Not Applicable
11. Information with Respect to the
Registrants............................. Outside Front Cover Page of Prospectus; Risk
Factors; Capitalization; Organization;
Selected Financial and Operating Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Business; Legislation and
Regulation; Management; Certain
Relationships and Related Transactions;
Principal Partners; The Reorganization;
Description of Partnership Agreements;
Description of Bank Credit Facility;
Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. Not Applicable
</TABLE>
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the issuance and distribution of the securities
being registered hereby are set forth below, all of which will be paid by
Bresnan Communications Company Limited Partnership ("BCCLP"), a subsidiary of
Bresnan Communications Company Holding, L.P. (the "Company"). Except for the SEC
registration fee and the NASD filing fee, all of the following expenses are
estimated.
<TABLE>
<S> <C>
SEC registration fee..................................... $34,483
NASD filing fee.......................................... 10,500
Printing and engraving expenses.......................... 100,000
Accounting fees and expenses............................. 35,000
Registrants' legal fees and expenses..................... 150,000
Blue sky filing fees and expenses........................ 12,000
Trustee fees and expenses................................ 10,000
Rating agency fees and expenses.......................... 35,000
Miscellaneous expenses................................... 238,017
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Total.......................................... $625,000
=======
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Amended and Restated Agreement of Limited Partnership
The Company's Amended and Restated Agreement of Limited Partnership
provides that the Company (but not any partner therein or affiliate of any such
partner) shall indemnify and hold harmless the Company's general partners, and
their respective affiliates, partners, officers, directors, employees and
agents, from and against any and all claims, demands, liabilities, costs,
damages and causes of action of any nature whatsoever arising out of or
incidental to the management by the general partners of the Company's affairs,
except where such general partners have committed fraud, gross negligence or
willful misconduct.
The Company's indemnification obligations with respect to its general
partner include payment of reasonable attorneys' fees or other expenses incurred
in connection with any settlement or in any legal proceeding, and the removal of
any liens affecting any property of the indemnitee.
Management Agreement
Pursuant to the Amended and Restated Management Agreement dated as of May
[ ], 1996 between the Company and Bresnan Communications, Inc. ("BCI"), the
Company is required to indemnify and hold harmless BCI, in its capacity as
management company under such agreement, as well as BCI's officers, directors,
employees and control persons, from and against any and all claims, damages,
liabilities, costs and expenses (including reasonable attorneys' fees and court
costs) which may be incurred by reason of BCI's duties or obligations
thereunder, except with respect to acts constituting gross negligence or willful
misconduct.
Administration Agreement
Pursuant to the Amended and Restated Administration Agreement dated as of
May [ ], 1996 between the Company and Bresnan Management Services, Inc.
("BMSI"), the Company is required to indemnify and hold harmless BMSI, as well
as BMSI's officers, directors, employees and control persons, from and against
any and all claims, damages, liabilities, costs and expenses (including
reasonable attorneys' fees and court costs) which may be incurred by reason of
BMSI's duties or obligations thereunder, except with respect to acts
constituting gross negligence or willful misconduct.
II-1
<PAGE> 4
Delaware General Corporation Law; BCC Holding Capital Corporation's
Organizational Documents
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to the corporation for monetary damages for breaches of
the director's fiduciary duty, except with respect to the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for the unlawful
payment of dividends or unlawful stock purchases or redemptions, whether willful
or negligent) or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference is also made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation, partnership or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee or agent (i) acted in good faith and in a manner he
reasonably believed to be in and not opposed to the corporation's best interests
and (ii) with respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. A Delaware corporation may also
indemnify an officer, director, employee and agent in an action or suit by or in
the right of the corporation under the conditions described in clause (i) of the
preceding sentence, except that no indemnification is permitted without judicial
approval if the officer, director, employee and agent is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify such person against the expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.
The Certificate of Incorporation and Bylaws of BCC Holding Capital
Corporation provide for indemnification of officers and directors to the fullest
extent permitted by applicable law.
Underwriting Agreement
The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification of the Registrants and their respective
officers, directors and Executive Committee members, as the case may be, by the
Underwriters, and of the Underwriters by the Registrants, for certain
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On April 25, 1996, BCC Holding Capital Corporation sold 100 shares of
common stock, par value $.01 per share to the Company for an aggregate price of
$1.00. These shares were sold pursuant to the exemption from registration
afforded by Section 4(2) of the Securities Act.
II-2
<PAGE> 5
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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<C> <C> <S>
1.1 -- Form of Underwriting Agreement*
3.1 -- Amended and Restated Agreement of Limited Partnership of Bresnan Communications
Company Holding, L.P.*
3.2 -- Certificate of Incorporation of BCC Holding Capital Corporation**
3.3 -- By-Laws of BCC Holding Capital Corporation**
4.1 -- Form of Indenture*
4.2 -- Form of the Senior Debentures*
4.3 -- Fourth Amended and Restated Loan Agreement dated [ ], 1996 by and among
Bresnan Communications Company Limited Partnership, as borrower, and certain
banks, as lenders*
5.1 -- Opinion of Paul, Hastings, Janofsky & Walker*
10.1 -- Amended and Restated Management Agreement dated as of [ ], 1996 between
Bresnan Communications Company Limited Partnership and Bresnan Communications,
Inc.*
10.2 -- Amended and Restated Administration Agreement dated as of [ ], 1996
between Bresnan Communications Company Limited Partnership and Bresnan Management
Services, Inc.*
10.3 -- Equipment Purchase Agreement dated as of October 31, 1984 between Bresnan
Communications Company Limited Partnership and Community Tele-Communications,
Inc.**
10.4 -- Supply Agreement dated as of October 31, 1984 between Bresnan Communications
Company Limited Partnership and Satellite Services, Inc.***
10.5 -- Reference is made to Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6
12.1 -- Statement regarding computation of ratio of earnings to fixed charges**
23.1 -- Consent of Ernst & Young LLP**
23.2 -- Consent of Paul, Hastings, Janofsky & Walker (contained in Exhibit 5.1 of this
Registration Statement)*
24.1 -- Power of Attorney (contained on signature page of this Registration Statement)**
25.1 -- Statement of Eligibility of Trustee on Form T-1*
27.1 -- Financial Data Schedule**
</TABLE>
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* To be filed by amendment.
** Previously filed.
*** The Company is applying for confidential treatment of portions of this
Exhibit.
(b) Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts
Other prescribed financial statement schedules are not furnished because
the required information is either included elsewhere in this Registration
Statement, or such schedules are not required or are inapplicable.
ITEM 17. UNDERTAKINGS.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than
II-3
<PAGE> 6
the payment by the Registrants of expenses incurred or paid by a director,
officer or controlling person of the Registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(i) The Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrants
have duly caused this Amendment No. 1 to the Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized, in the City of
White Plains, State of New York, on May 23, 1996.
BRESNAN COMMUNICATIONS COMPANY
HOLDING, L.P.
By: BCI (USA), L.P.
Its Managing General Partner
By: BRESNAN COMMUNICATIONS, INC.
Its General Partner
By: /s/ WILLIAM J. BRESNAN
------------------------------------
William J. Bresnan
President and Chief Executive
Officer
BCC HOLDING CAPITAL CORPORATION
By: /s/ WILLIAM J. BRESNAN
------------------------------------
William J. Bresnan
President
II-5
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* President and Chief Executive May 23, 1996
- ------------------------------------------ Officer of Bresnan Communications,
William J. Bresnan Inc.
* Senior Vice President and Chief May 23, 1996
- ------------------------------------------ Financial Officer of Bresnan
Jeffrey S. DeMond Communications, Inc.; Member of the
Executive Committee
/s/ ANDREW C. KOBER Vice President and Controller of May 23, 1996
- ------------------------------------------ Bresnan Communications, Inc.
Andrew C. Kober
* Member of the Executive Committee May 23, 1996
- ------------------------------------------
Michael W. Bresnan
* Member of the Executive Committee May 23, 1996
- ------------------------------------------
Marvin L. Jones
* Member of the Executive Committee May 23, 1996
- ------------------------------------------
William R. Fitzgerald
*By: /s/ ANDREW C. KOBER
-----------------------------
Attorney-in-Fact
</TABLE>
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<PAGE> 9
REPORT OF INDEPENDENT AUDITORS
The Partners
Bresnan Communications Company Limited Partnership
We have audited the financial statements of Bresnan Communications Company
Limited Partnership as of December 31, 1994 and 1995, and for each of the three
years in the period ended December 31, 1995, and have issued our reports thereon
dated March 8, 1996 (included elsewhere in this Registration Statement). Our
audits included the financial statement schedule listed in Item 16(b) of this
Registration Statement. This schedule is the responsibility of the Partnership's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
New York, New York
March 8, 1996
II-7
<PAGE> 10
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCES AT ADDITIONS CHARGED
BEGINNING OF TO COSTS AND BALANCE AT END
PERIOD EXPENSES DEDUCTIONS(1) OF PERIOD
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<S> <C> <C> <C> <C>
For the three months ended March 31,
1996 (unaudited)
Allowance for receivables........... $311,000 $ 313,000 $ (330,000) $ 294,000
======== ========== =========== ========
For the year ended December 31, 1995
Allowance for receivables........... $300,000 $ 1,077,000 $(1,066,000) $ 311,000
======== ========== =========== ========
For the year ended December 31, 1994
Allowance for receivables........... $237,000 $ 991,000 $ (928,000) $ 300,000
======== ========== =========== ========
For the year ended December 31, 1993
Allowance for receivables........... $119,000 $ 741,000 $ (623,000) $ 237,000
======== ========== =========== ========
</TABLE>
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(1) Represents the write-off of uncollectible accounts, net of recoveries and
the sale of receivables to acquiring companies.
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. PAGE NO.
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<C> <S> <C> <C>
1.1 -- Form of Underwriting Agreement*
3.1 -- Amended and Restated Agreement of Limited Partnership of Bresnan
Communications Company Holding, L.P.*
3.2 -- Certificate of Incorporation of BCC Holding Capital Corporation**
3.3 -- By-Laws of BCC Holding Capital Corporation**
4.1 -- Form of Indenture*
4.2 -- Form of the Senior Debentures*
4.3 -- Fourth Amended and Restated Loan Agreement dated [ ], 1996
by and among Bresnan Communications Company Limited Partnership, as
borrower, and certain banks, as lenders*
5.1 -- Opinion of Paul, Hastings, Janofsky & Walker*
10.1 -- Amended and Restated Management Agreement dated as of [ ],
1996 between Bresnan Communications Company Limited Partnership and
Bresnan Communications, Inc.*
10.2 -- Amended and Restated Administration Agreement dated as of [
], 1996 between Bresnan Communications Company Limited
Partnership and Bresnan Management Services, Inc.*
10.3 -- Equipment Purchase Agreement dated as of October 31, 1984 between
Bresnan Communications Company Limited Partnership and Community Tele-
Communications, Inc.**
10.4 -- Supply Agreement dated as of October 31, 1984 between Bresnan
Communications Company Limited Partnership and Satellite Services,
Inc.***
10.5 -- Reference is made to Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit
4.6
12.1 -- Statement regarding computation of ratio of earnings to fixed charges**
23.1 -- Consent of Ernst & Young LLP**
23.2 -- Consent of Paul, Hastings, Janofsky & Walker (contained in Exhibit 5.1
of this Registration Statement)*
24.1 -- Power of Attorney (contained on signature page of this Registration
Statement)**
25.1 -- Statement of Eligibility of Trustee on Form T-1*
27.1 -- Financial Data Schedule**
</TABLE>
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* To be filed by amendment.
** Previously filed.
*** The Company is applying for confidential treatment of portions of this
Exhibit.
