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 1, 1999
FrontierVision Operating Partners, L.P.
FrontierVision Capital Corporation
(Exact names of registrants as specified in its charter)
Delaware 333-9535 84-1316775
Delaware 333-9535-01 84-1353734
(States or other (Commission File Nos.) (IRS Employer
jurisdiction of Identification Nos.)
incorporation)
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One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (814) 274-9830
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Item 1. Changes in Control of Registrant.
On October 1, 1999, Adelphia completed the acquisition of
FrontierVision Partners, L.P. ("FrontierVision") through ACC Operations, Inc.
and Adelphia GP Holdings, LLC, direct or indirect wholly owned subsidiaries of
Adelphia that directly or indirectly acquired all of the partnership interests
of FrontierVision from its partners in exchange for approximately $543 million
in cash, 7.0 million shares of Adelphia Class A common stock and assumed debt of
approximately $1.15 billion. The purchase price and form of consideration were
the result of arms length negotiations between the parties.
FrontierVision owns, directly and indirectly, all of the partnership
interests of the registrant FrontierVision Holdings, L.P. and FrontierVision
owns, indirectly, all of the common stock of the registrant FrontierVision
Holdings Capital Corporation and the registrant FrontierVision Holdings Capital
II Corporation. FrontierVision also owns, directly and indirectly, all of the
partnership interests of FrontierVision Operating Partners, L.P. and
FrontierVision owns, indirectly, all of the common stock of FrontierVision
Capital Corporation. As a result of the acquisition transaction, all of the
above FrontierVision entities have become indirect wholly owned subsidiaries of
Adelphia. All of the above FrontierVision entities, other than FrontierVision
itself, file and will continue to file reports with the Securities and Exchange
Commission.
As of June 30, 1999, FrontierVision owned and operated cable television
systems serving approximately 710,000 basic subscribers primarily in Ohio,
Kentucky, New England and Virginia. Adelphia will continue to operate these
cable television systems after the acquisition. The sources for the cash
consideration paid by Adelphia included cash on hand from financing transactions
completed earlier in the current year and funds reborrowed under four existing
bank credit facilities between Adelphia subsidiaries and four different lending
bank groups for which Toronto Dominion (Texas), Inc., The Bank of Nova Scotia,
First Union National Bank and Toronto Dominion (Texas), Inc., respectively,
serve as Administrative Agent.
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SIGNATURES
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 14, 1999 FRONTIERVISION OPERATING PARTNERS, L.P.
By: FrontierVision Holdings, L.P., its general
partner,
By: FrontierVision Partners, L.P., its general
partner,
By: Adelphia GP Holdings, LLC, its general partner
By: ACC Operations, Inc., its sole member
By: /s/Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer,
and Chief Financial Officer
Date: October 14, 1999 FRONTIERVISION CAPITAL CORP.
By: /s/Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
