FRONTIERVISION HOLDINGS CAPITAL CORP
8-K, 1999-06-08
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                                  UNITED STATES
                       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): June 4, 1999




                          FrontierVision Holdings, L.P.
                   FrontierVision Holdings Capital Corporation
                 FrontierVision Holdings Capital II Corporation
           (Exact names of Registrants as Specified in Their Charters)


<TABLE>

<S>                                             <C> <C>                               <C>
         Delaware                               333-36519                              84-1432334
         Delaware                             333-36519-01                             84-1432976
         Delaware                             333-75567-01                             84-1481765
       (States or Other Jurisdiction      (Commission File Nos.)             (IRS Employer Identification
   of Incorporation or Organization)                                                    Numbers)





             1777 South Harrison Street,
            Suite P-200, Denver, Colorado                                             80210
      (Address of Principal Executive Offices)                                     (Zip Code)

</TABLE>


                                 (303) 757-1588
              (Registrants' Telephone Number, Including Area Code)


<PAGE>





Item 5.  Other Events.


         On June 8, 1999 the Registrants issued the following press release.


                              FOR IMMEDIATE RELEASE


                          FRONTIERVISION HOLDINGS, L.P.
                    ANNOUNCES CONSUMMATION OF EXCHANGE OFFER


DENVER,  CO  (BUSINESSWIRE) -  FrontierVision  Holdings,  L.P.  ("Holdings") and
FrontierVision  Holdings Capital II Corporation  (the "Issuers")  announced that
the  Issuers'  registered  exchange  offer  of  $91,298,000  aggregate  original
principal  amount at maturity of the Issuers'  11-7/8% Senior Discount Notes due
2007, Series B (CUSIP No. 35921XAB5) (the "New Notes") for $91,298,000 aggregate
original  principal  amount at maturity of the Issuers'  11-7/8% Senior Discount
Notes due 2007, Series B (CUSIP Nos.  35921XAA7 and U31582AA4) (the "Old Notes")
expired at 5:00 p.m. on Friday,  June 4, 1999 in accordance with its terms,  and
that the  Issuers  accepted  the tender of all  $91,298,000  aggregate  original
principal amount at maturity of Old Notes which were tendered.  The Issuers have
instructed  the trustee,  U.S.  Bank National  Association,  with respect to the
11-7/8%  Senior  Discount Notes due 2007,  Series B to prepare and  authenticate
$91,298,000 in aggregate original principal amount at maturity of New Notes.

The New Notes issued in the exchange offer have substantially the same terms and
conditions  as the Old  Notes,  except  the New  Notes  are not  subject  to the
restrictions on resale or transfer, which applied to the unregistered Old Notes.

Holdings  is a holding  company  and is the  general  partner of  FrontierVision
Operating Partners,  L.P. ("FVOP").  Holdings owns directly or indirectly all of
the outstanding partnership interests in FVOP.

FVOP is one of the 20 largest  multiple  cable  system  operators  in the United
States and serves more than 700,000 subscribers.

Investor Contact:                   James W. McHose, Vice President-Finance
                                    (303) 757-1588
                                    Email: [email protected]



<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrants  have duly caused this report to be signed on its 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

Date: June 8, 1999           By:/s/ Albert D. Fosbenner
                             -----------------------
                             Albert D. Fosbenner
                             Vice President and Treasurer

                          FRONTIERVISION HOLDINGS CAPITAL CORPORATION

Date: June 8, 1999        By:/s/ Albert D. Fosbenner
                             -----------------------
                             Albert D. Fosbenner
                             Vice President and Treasurer


                          FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

Date: June 8, 1999        By: /s/ Albert D. Fosbenner
                              --------------------------
                              Albert D. Fosbenner
                              Vice President and Treasurer




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