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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 7, 1996
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FrontierVision Operating Partners, L.P.
FrontierVision Capital Corporation
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(Exact names of Registrants as specified in their charters)
Delaware
Delaware
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(State or other jurisdiction of incorporation or organization)
84-1316775
333-09535 84-1353734
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(Commission File Number) (I.R.S. Employer
Identification Numbers)
1777 South Harrison Street
Suite P-200
Denver, Colorado 80210
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(Address Of principal executive offices) (Zip Code)
(303) 757-1588
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Registrants' telephone number, including area code
Not applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On October 7, 1996, FrontierVision Operating Partners, L.P., a
Delaware limited partnership ("FVOP" or the "Company"), purchased from an
affiliate of Triax Communications Corp. ("Triax") cable television systems (the
"Triax Systems") serving approximately 53,200 subscribers as of June 30, 1996
in Ohio, Kentucky, Virginia, West Virginia, Pennsylvania, Maryland and North
Carolina for approximately $85.0 million. The Company intends to operate the
systems in Kentucky, Ohio and West Virginia as part of its Ohio/Kentucky
cluster of cable television systems. The Company intends to operate the
systems in North Carolina, Virginia, Pennsylvania and Maryland as part of its
Southeast region of cable television systems.
On October 9, 1996, the Company purchased from American Cable
Entertainment of Kentucky-Indiana, Inc. ("ACE") cable television systems (the
"ACE Systems") serving approximately 82,400 subscribers as of June 30, 1996 in
Kentucky and Indiana for approximately $146.0 million. The Company intends to
operate all of the ACE Systems as part of its Ohio/Kentucky cluster of cable
television systems.
The sources of funds for the acquisition of the Triax Systems
and the ACE Systems were (i) the approximately $193.0 million in net proceeds
from the issuance and sale on October 2, 1996 by the Company and FrontierVision
Capital Corporation (collectively, the "Registrants") of $200.0 million
aggregate principal amount of the Registrants' 11% Senior Subordinated Notes
due 2006, (ii) a $34.4 million portion of the proceeds of a $76.0 million
rights offering (the "Rights Offering") conducted by the Company's general
partner (FrontierVision Partners, L.P.), which proceeds were contributed as
equity to the Company, (iii) the proceeds from the disposition of three cable
television systems in the Southeast (the "Disposition Systems") recently sold
by the Company for an aggregate sales price of approximately $17.0 million
(subject to adjustment) and (iv) net working capital adjustments relating to
the Triax Systems, the ACE Systems and certain other cable systems recently
purchased by the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Substantially the same information as is required by this Form
8-K with respect to financial statements, pro forma financial information and
exhibits in connection with the acquisition of the Triax Systems and the ACE
Systems has been previously reported by the Registrants. Such information was
reported as part of the Registrants' Registration Statement on Form S-1
(Registration No. 333-09535) with respect to the Registrants' 11% Senior
Subordinated Notes due 2006. Accordingly, pursuant to the provisions of General
Instructions B.3 to Form 8-K, no additional report of such previously reported
information is required herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
FRONTIERVISION OPERATING PARTNERS, L.P.
By: FrontierVision Partners, L.P., its
general partner,
By: FVP GP, L.P., its general partner
By: FrontierVision Inc., its
general partner
Dated: October 22, 1996 By: /s/ James C. Vaughn
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James C. Vaughn
President and Chief Executive
Officer
FRONTIERVISION CAPITAL CORPORATION
Dated: October 22, 1996 By: /s/ James C. Vaughn
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James C. Vaughn
President
