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): December 12, 1997
FRONTIERVISION HOLDINGS, L.P.
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
(Exact names of Registrants as specified in their charters)
Delaware 333-36519 84-1432334
Delaware 333-36519-01 84-1432976
(States or other jurisdiction (Commission File Nos.) (IRS Employer
of incorporation or organization) Identification Numbers)
1777 South Harrison Street,
Suite P-200, Denver, Colorado 80210
(Address of principal executive offices) (Zip Code)
(303) 757-1588
(Registrants' telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
In a press release dated December 23, 1997, FrontierVision Operating Partners,
L.P., a Delaware limited partnership ("FVOP" or the "Company"), a wholly-owned
subsidiary of FrontierVision Holdings, L.P., a Delaware limited partnership
("Holdings"), announced the purchase of cable television systems from an
affiliate of Cox Communications, Inc. A copy of the press release is attached as
Exhibit 99.3.
The source of funds for this acquisition were approximately $204.5 million from
the New Credit Facility.
Item 5. Other Events
In a press release dated December 19, 1997, Holdings and its wholly-owned
subsidiary, FrontierVision Captial Corporation (collectively the "Issuers"),
announced that the registered offer to exchange $237,650,000 aggregate original
principal amount at maturity of the Issuers' unregistered 11-7/8% Senior
Discount Notes due 2007 for $237,650,000 aggregate original principal amount at
maturity of the Issuers' 11 7/8% Senior Discount Notes due 2007 expired at 5:00
p.m. EST on Friday, December 12, 1997. A copy of the press release is attached
as Exhibit 99.2.
FVOP also announced in a press release dated December 23, 1997, that it has
entered into a new senior credit facility. A copy of the press release is
attached as Exhibit 99.3.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Financial Statements and Pro Forma Financial Information.
The information required by this Form 8-K with respect to financial statements,
pro forma financial information and exhibits are not included herein and will be
filed by the Registrants within 60 days from December 23, 1997.
Exhibits.
10.19 Asset Purchase Agreement dated as of October 15, 1997 between Coxcom,
Inc. and FrontierVision Operating Partners, L.P. (incorporated by
reference to the corresponding exhibit to Holding's Form S-4
Registration Statement, File No. 333-36519).
99.2 Press Release announcing consummation of Exchange Offer.
99.3 Press Release announcing closing of $800 million senior credit facility
and acquisition of the Cox Systems.
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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 thereunto duly authorized.
FRONTIERVISION HOLDINGS, L.P.
By: FrontierVision Partners, L.P., its general partner,
By: FVP GP, L.P., its general partner
By: FrontierVision Inc., its general partner
By: /s/ JAMES W. McHose
--------------------
James W. McHose
Vice President and Treasurer
Date: December 23, 1997 By: /s/ JAMES W. MCHOSE
-------------------
James W. McHose
Vice President and Treasurer
FRONTIERVISION HOLDINGS CAPITAL CORP.
Date: December 23, 1997 By: /s/ JAMES W. MCHOSE
-------------------
James W. McHose
Vice President and Treasurer
Exhibit 99.2
FOR IMMEDIATE RELEASE
FRONTIERVISION HOLDINGS, L.P.
ANNOUNCES CONSUMATION OF EXCHANGE OFFER
DENVER, CO (BUSINESSWIRE) - December 19, 1997 -
FrontierVision Holdings, L.P. ("Holdings") and FrontierVision Holdings Capital
Corporation (the "Issuers") announced that the Issuers' registered exchange
offer of $237,650,000 aggregate original principal amount at maturity of the
Issuers' 11-7/8% Senior Discount Notes due 2007 (CUSIP No. 35921QAB0) (the
"Exchange Notes") for $237,650,000 aggregate original principal amount at
maturity of the Issuers' 11-7/8% Senior Discount Notes due 2007 (CUSIP Nos.
35921QAA2 and U31511AA3) (the "Old Notes") expired at 5:00 p.m. EST on Friday,
December 12, 1997 in accordance with its terms, and that the Issuers accepted
the tender of all $237,560,000 aggregate original principal amount at maturity
of Old Notes which were tendered. The Issuers have instructed the trustee with
respect to the 11-7/8% Senior Discount Notes due 2007, U.S. Bank National
Association (d/b/a Colorado National Bank), to prepare and authenticate
$237,560,000 in aggregate original principal amount at maturity of Exchange
Notes. The remaining $90,000 aggregate original principal amount at maturity of
the Old Notes which were not tendered in the registered exchange offer shall
continue to be represented by the untendered and unregistered 11-7/8% Senior
Discount Notes due 2007 (CUSIP No. U31511AA3).
FrontierVision Operating Partners, L.P., a wholly-owned subsidiary of Holdings,
one of the 20 largest multiple cable system operators in the United States,
serves more than 560,000, primarily in Ohio, Kentucky and Maine.
INVESTOR CONTACT: James W. McHose, Vice President and Treasurer (303) 757-1588
Email: [email protected]
Exhibit 99.3
FOR IMMEDIATE RELEASE
FRONTIERVISION OPERATING PARTNERS, L.P. ANNOUNCES
COMPLETION OF ACQUISITION OF SYSTEMS FROM COX AND
CLOSING OF $800 MILLION SENIOR CREDIT FACILITY
DENVER, CO (BUSINESSWIRE) - December 23, 1997 -
FrontierVision Operating Partners, L.P. ("FVOP" or the "Company") announced
today that it completed the acquisition of cable television systems from an
affiliate of Cox Communications, Inc. (the "Cox Systems"). The Cox Systems
currently serve approximately 85,000 customers in the Central Ohio communities
of Newark, New Philadelphia, Marion, Coshocton, Cambridge and Logan. With the
Cox Systems, the Company will serve more than 220,000 customers in its Ohio
cluster, including systems in Defiance and nearby Ashland, KY, that were
purchased from Cox in 1996.
In connection with the acquisition of the Cox Systems, FVOP entered into a new
senior credit facility ("New Credit Facility") providing aggregate $800.0
million in commitments. The proceeds from the New Credit Facility were used, in
part, to finance the acquisition of the Cox Systems in central Ohio, as well as
to refinance and replace the old Senior Credit Facility. Currently, there is
approximately $430.0 million of indebtedness outstanding under the New Credit
Facility. The remaining commitments are expected to be used primarily for
continued acquisition activity during the course of 1998. The lead underwriters
of the New Credit Facility are as follows: The Chase Manhattan Bank, as
Administrative Agent, J.P. Morgan Securities Inc., as Syndication Agent, and
CIBC Inc., as Documentation Agent.
FVOP, one of the 20 largest multiple cable system operators in the United
States, serves more than 560,000 subscribers, primarily in Ohio, Kentucky and
Maine.
INVESTOR CONTACT: James W. McHose, Vice President and Treasurer (303) 757-1588
Email: [email protected]
