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) May 4, 1998
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
Item 5. Other Events
On May 5, 1998, the initial public offering of Hyperion Telecommunications,
Inc. was announced in a press release which is attached hereto as Exhibit 99.01
and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press release dated May 5, 1998
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: May 6, 1998 HYPERION TELECOMMUNICATIONS, INC.
(Registrant)
By: /s/Timothy J. Rigas
Timothy J. Rigas
Vice Chairman, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.01 Press release dated May 5, 1998
<PAGE>
EXHIBIT 99.01
HYPERION ANNOUNCES INITIAL PUBLIC OFFERING
Coudersport, PA, May 5, 1998 -- John J. Rigas, President and Chief Executive
Officer of Adelphia Communications Corporation (NASDAQ-NNM: ADLAC), announced
today that the registration statement of Adelphia's CLEC subsidiary, Hyperion
Telecommunications, Inc. (NASDAQ-NNM: HYPT) with respect to an initial public
offering of Hyperion Class A Common Stock, has been declared effective by the
Securities and Exchange Commission. The final prospectus covers 12,500,000 Class
A Common shares (excluding the underwriters' over-allotment option) which are
being offered to the public at an initial public offering price of $16.00 per
share. Salomon Smith Barney is serving as managing underwriter for the offering,
with Credit Suisse First Boston and NationsBanc Montgomery Securities LLC
serving as co-managing underwriters for the offering.
In addition to the 12,500,000 shares of Class A Common Stock being sold by
Hyperion to the public, Adelphia has entered into an agreement to purchase in
cash 3,324,001 shares of Class A Common Stock at a price equal to the public
offering price less the underwriting discount, or an aggregate of approximately
$49.9 million. In addition, Adelphia will contribute Hyperion's indebtedness and
payables owed to Adelphia with a fair market value of approximately $54.6
million in exchange for 3,642,666 shares of Class A Common Stock.
Adelphia currently holds 28.9 million shares of Class B Common Stock of Hyperion
(as adjusted for the initial public offering), or approximately 87.8% of the
common stock of Hyperion outstanding prior to the offering. 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 22 markets, primarily in the eastern half of the United States.
Adelphia is the seventh largest cable television operator in the United States
and currently serves approximately 2.0 million subscribers in 12 states.
Contact: Timothy J. Rigas, Executive Vice President of Adelphia and Chief
Financial Officer of Hyperion, (814) 274-9830.
