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): April 29, 1999
FrontierVision Holdings, L.P.
FrontierVision Holdings Capital Corporation
FrontierVision Holdings Capital II Corporation
(Exact names of Registrants as Specified in Their Charters)
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
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 5. Other Items
In a press release, dated April 29, 1999, FrontierVision Holdings, L.P. and its
wholly-owned subsidiary, FrontierVision Holdings Capital II Corporation
(collectively the "Issuers"), announced the commencement of their exchange offer
(the "Exchange Offer") to exchange $91,298,000 aggregate principal amount at
maturity of the Issuers' 11-7/8% Senior Discount Notes due 2007, Series B, which
have been registered under the Securities Act of 1933, as amended, for
$91,298,000 aggregate principal amount at maturity of the Issuers' 11-7/8%
Senior Discount Notes due 2007, Series B, which were issued and sold on December
9, 1998 in a transaction exempt from registration under the Securities Act. The
Exchange Offer will expire on June 4, 1999, at 5:00 p.m. EST. A copy of the
press release is attached as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release dated April 29, 1999.
<PAGE>
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.
Date: April 30, 1999
By: FrontierVision Partners, L.P., its general partner,
By: FVP GP, L.P., its general partner
By: FrontierVision Inc., its general partner
By: /s/ ALBERT D. FOSBENNER
---------------------------
Albert D. Fosbenner
Vice President and Treasurer
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
Date: April 30, 1999 By: /s/ ALBERT D. FOSBENNER
---------------------------
Albert D. Fosbenner
Vice President and Treasurer
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
Date: April 30, 1999 By: /s/ ALBERT D. FOSBENNER
---------------------------
Albert D. Fosbenner
Vice President and Treasurer
Exhibit 99.1
FOR IMMEDIATE RELEASE
FRONTIERVISION HOLDINGS, L.P.
ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER
DENVER, CO (BUSINESSWIRE) - April 29, 1999
FrontierVision Holdings, L.P. ("Holdings") and FrontierVision Holdings Capital
II Corporation (collectively, the "Issuers") announced the commencement of their
exchange offer (the "Exchange Offer") to exchange $91,298,000 aggregate
principal amount at maturity of the Issuers' 11-7/8% Senior Discount Notes due
2007, Series B (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act), for $91,298,000
aggregate principal amount at maturity of the Issuers' 11-7/8% Senior Discount
Notes due 2007, Series B (the "Old Notes"), which were issued and sold on
December 9, 1998 in a transaction exempt from registration under the Securities
Act.
The Securities and Exchange Commission declared the Issuers' Registration
Statement on Form S-4 effective today, April 29, 1999, and the Issuers promptly
commenced the Exchange Offer. The Exchange Offer shall be held open until June
4, 1999, at 5:00 P.M. EST, unless extended by the Issuers to a later date (the
"Expiration Date"). Holders of Old Notes wishing to participate in the Exchange
Offer prior to the Expiration Date should contact U.S. Bank Trust National
Association (the "Exchange Agent") to receive a copy of the Prospectus and
Letter of Transmittal that fully set forth the terms and conditions of the
Exchange Offer. The Exchange Agent may be reached at 1 (800) 934-6802.
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 695,000 customers, primarily in Ohio, Kentucky and Maine.
INVESTOR CONTACT: James W. McHose, Vice President - Finance (303) 757-1588
Email: [email protected]
