SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) October 29, 1996
HYPERION TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-06957 25-1669404
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
5 West Third Street - PO Box 472, Coudersport PA 16915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
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Item 5. Other Events
On October 8 and October 11, 1996, Adelphia Communications, Inc. ("Adelphia")
announced the filing, and a subsequent amendment, of a registration statement
filed with the Securities and Exchange Commission for an initial public offering
by Hyperion Telecommunications, Inc. ("Hyperion"), Adelphia's Competitive Local
Exchange Carrier ("CLEC") subsidiary, of 16,500,000 shares of Hyperion's Class A
Common Stock at an estimated initial public offering price of between $11.00 and
$13.00 per share, prior to the exercise of any underwriters' over allotment
option. The press releases related to such announcements are filed hereto as
Exhibits 10.01 and 10.02.
Item 7. Financial Statements and Exhibits
(c) The following exhibit is filed as part of this report on Form 8-K:
Exhibit 10.01 - Press Release issued October 8, 1996
Exhibit 10.02 - Press Release issued October 11, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 29, 1996 HYPERION TELECOMMUNICATIONS, INC.
(Registrant)
By: /s/Timothy J. Rigas
Timothy J. Rigas
Vice Chairman, Treasurer and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
10.01 Press Release issued October 8, 1996
10.02 Press Release issued October 11, 1996
Exhibit 10.01
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President
(814) 274-9830
HYPERION FILES REGISTRATION STATEMENT
Coudersport, PA - October 8, 1996
John J. Rigas, President and Chief Executive Officer of Adelphia Communications
Corporation (Nasdaq- NNM: ADLAC), announced today that Adelphia's CLEC
subsidiary, Hyperion Telecommunications, Inc., has filed a registration
statement with the Securities and Exchange Commission for an offering of Class A
Common Stock. Hyperion currently intends to raise approximately $200,000,000 in
gross proceeds through the issuance of its Class A Common Stock, prior to the
exercise of any underwriters' over allotment option. Goldman, Sachs & Co. will
act as managing underwriter for the offering, with Bear, Stearns & Co. Inc.,
Lazard Freres & Co., LLC and Merrill Lynch & Co. serving as co managing
underwriters for the offering.
Hyperion is a competitive local exchange carrier ("CLEC") that designs,
constructs, operates and manages state-of-the-art fiber optic networks and
facilities in 10 markets, primarily through joint ventures in the eastern half
of the United States. Hyperion currently is an 89% owned subsidiary of Adelphia,
the seventh largest cable television operator in the United States which
currently serves approximately 1.8 million subscribers in 15 states.
A registration statement relating to the Class A Common Stock has been filed
with the Securities and Exchange Commission, but has not yet become effective.
The Class A Common Stock may not be sold, nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation on an offer to
buy, nor shall there be any sale of the Class A Common Stock in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
Exhibit 10.02
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President
(814) 274-9830
HYPERION ANNOUNCES PUBLIC OFFERING
Coudersport, PA - October 11, 1996
John J. Rigas, President and Chief Executive Officer of Adelphia Communications
Corporation (Nasdaq- NNM: ADLAC), announced today that Adelphia's CLEC
subsidiary, Hyperion Telecommunications, Inc., has filed an amendment to
Hyperion's registration statement with the Securities and Exchange Commission
for an initial public offering of Class A Common Stock. The red herring
prospectus contained in the filing provides for an offering by Hyperion of
16,500,000 shares of Hyperion's Class A Common Stock at an estimated initial
public offering price of between $11.00 and $13.00 per share, prior to the
exercise of any underwriters' over allotment option. Goldman, Sachs & Co. will
act as managing underwriter for the offering, with Bear, Stearns & Co., Inc.,
Lazard Freres & Co., LLC and Merrill Lynch & Co. serving as co managing
underwriters for the offering.
Adelphia currently holds 17,800,040 shares of Class B Common Stock of Hyperion
(as adjusted for the initial public offering), or approximately 89% of the
common stock of Hyperion currently outstanding. The Class B Common Stock of
Hyperion is convertible into Class A Common Stock on a one to one share basis.
Hyperion is a competitive local exchange carrier ("CLEC") that designs,
constructs, operates and manages state-of-the-art fiber optic networks and
facilities in 10 markets, primarily through joint ventures in the eastern half
of the United States. Adelphia is the seventh largest cable television operation
in the United States and currently serves approximately 1.0 million subscribers
in 15 states.
A registration statement relating to the Class A Common Stock has been filed
with the Securities and Exchange Commission but has not yet become effective.
The Class A Common Stock may not be sold, nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the Class A Common Stock in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
