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 14, 1997
HYPERION TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-21605 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
<PAGE>
Item 5. Other Events
On August 14, 1997 Adelphia Communications, Inc. ("Adelphia") and Hyperion
Telecommunications Inc. ("Hyperion"), Adelphia's Competitive Local Exchange
Carrier ("CLEC') subsidiary, announced the Hyperion proposal to offer
$200,000,000 aggregate principal amount of Senior Secured Notes due 2004 (the
"Senior Secured Notes") in reliance on Rule 144a to Qualified Institutional
Buyers. Hyperion also announced that it is soliciting consents from the holders
of its 13% Senior Discount Notes due 2003 to amend certain covenants in the
noteholders indenture to permit the 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 14, 1997.
Exhibit 99.02 - Hyperion Press Release issued August 14, 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 26, 1997 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
Exhibit 99.01 Adelphia Press Release issued August 14, 1997
Exhibit 99.02 Hyperion Press Release issued August 14, 1997
<PAGE>
Exhibit 99.01
ADELPHIA SUBSIDIARY, HYPERION, ANNOUNCES OFFERING OF DEBT
Coudersport, PA., August 14, 1997-- -- Adelphia Communications Corporation
(NASDAQ-NNM:ADLAC) announced that its subsidiary, Hyperion Telecommunications,
Inc., is proposing to offer $200,000,000 aggregate principal amount of Senior
Secured Notes due 2004 (the "Senior Secured Notes") in reliance on Rule 144A to
Qualified Institutional Buyers. Hyperion also announced that it is soliciting
consents from the holders of its 13% Senior Discount Notes due 2003 to amend
certain covenants in the noteholders indenture to permit the offering.
Completion of the offering is conditioned upon successful completion of the
consent solicitation.
Hyperion intends to use the net proceeds 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.
The 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 telecomunications services
in regionally clustered markets primarily within the eastern half of the United
States. Adelphia is the seventh largest cable television operator in the United
States and currently owns or manages cable television systems serving
approximately 1.9 million subscribers in 12 states.
Contact: Timothy J. Rigas, Executive Vice President (814) 274-9830.
Exhibit 99.02
HYPERION ANNOUNCES OFFERING OF DEBT AND RELATED SOLICITATION OF CONSENTS FROM
HOLDERS OF ITS 13% SENIOR DISCOUNT NOTES DUE 2003
Coudersport, PA., August 14, 1997-- Hyperion Telecommunications, Inc. announced
that it is proposing to offer $200,000,000 aggregate principal amount of Senior
Secured Notes due 2004 (the "Senior Secured Notes") in reliance on Rule 144A to
Qualified Institutional Buyers. Hyperion also announced that it is soliciting
consents from the holders of its 13% Senior Discount Notes due 2003 to amend
certain covenants in the noteholders indenture to permit the offering.
Completion of the offering is conditioned upon successful completion of the
consent solicitation.
Hyperion intends to use the net proceeds 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.
The 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 telecomunications services
in regionally clustered markets primarily within the eastern half of the United
States. Hyperion is a subsidiary of Adelphia Communications Corporation
(NASDAQ-NNM:ADLAC), 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, Vice Chairman and Chief Financial Officer
(814)274-9830.
