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) August 27, 1997
HYPERION TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 333-06957 25-1669404
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
Main at Water Street - Coudersport, PA 16915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
Item 5. Other Events
On August 27, 1997 Adelphia Communications, Inc. ("Adelphia") and Hyperion
Telecommunications Inc. ("Hyperion"), Adelphia's Competitive Local Exchange
Carrier ("CLEC') subsidiary, announced that Hyperion has sold $250,000,000
aggregate principal amount of 12-1/4% Senior Secured Notes due 2004 (the "Senior
Secured Notes") primarily in reliance on Rule 144A to Qualified Institutional
Buyers. Hyperion also announced that it has received the necessary consents from
the holders of its 13% Senior Discount Notes due 2003 to amend certain covenants
in the noteholders indenture to permit the Senior Secured Note offering.
Item 7. Financial Statements and Exhibits
(c) The following exhibits are filed as part of this report on Form 8-K:
Exhibit 99.01 - Adelphia Press Release issued August 27, 1997.
SIGNATURE
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 29, 1997 HYPERION TELECOMMUNICATIONS, INC.
(Registrant)
By: /s/Timothy J. Rigas
-------------------
Timothy J. Rigas
Vice Chairman, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.01 Adelphia Press Release issued August 27, 1997
<PAGE>
EXHIBIT 99.01
HYPERION COMPLETES PRIVATE PLACEMENT
Coudersport, PA., August 27, 1997-- Adelphia Communications Corporation
(NASDAQ-NMM:ADLAC) and its subsidiary, Hyperion Telecommunications, Inc.,
announced that Hyperion has sold $250,000,000 aggregate principal amount of
12-1/4% Senior Secured Notes due 2004 (the "Senior Secured Notes") primarily in
reliance on Rule 144A to Qualified Institutional Buyers. Hyperion also announced
that it has received the necessary consents from the holders of its 13% Senior
Discount Notes due 2003 to amend certain covenants in the noteholders indenture
to permit the Senior Secured Note offering.
Hyperion intends to use the net proceeds of approximately $243,300,000 from the
sale of the Senior Secured Notes to fund the acquisition of increased ownership
interests in certain of its networks, the continued expansion of its networks,
working capital and to purchase securities which will be pledged to secure the
Senior Secured Notes. Approximately $83,400,000 of the net proceeds will be
placed in an escrow account to provide for the payment in full of the first six
scheduled interest payments on the Senior Secured Notes.
The 12-1/4% Senior Secured Notes due 2004 have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
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 any securities referred to herein
in any state in which such offer, solicitation or sale would be unlawful.
Hyperion is a leading provider of competitive local telecommunications services
in regionally clustered markets primarily within the eastern half of the United
States. Hyperion is an 88% owned subsidiary of Adelphia, the seventh largest
cable television operator in the United States which currently owns or manages
cable television systems serving approximately 1.9 million subscribers in 12
states.
Contact: Timothy J. Rigas, Chief Financial Officer (814) 274-9830.
