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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADELPHIA COMMUNICATIONS CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
006848 10 5
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(CUSIP Number)
MARILYN J. WASSER, ESQ.
VICE PRESIDENT -- LAW AND SECRETARy
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, N.J. 07920
(908) 221-2000
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(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
MARCH 9, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ].
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SCHEDULE 13D
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CUSIP No. 006848 10 5 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AT&T CORP.
I.R.S. IDENTIFICATION NO. 13-4924710
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE ORGANIZATION
New York
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7
NUMBER OF SOLE VOTING POWER
2,250,000
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SHARES 8
SHARED VOTING POWER
BENEFICIALLY -0-
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9
OWNED BY SOLE DISPOSITIVE POWER
2,250,000
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EACH 10
SHARED DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Schedule 13D") relates to shares
of Class A common stock, par value $0.01 per share (the "Common Stock"), of
Adelphia Communications Corporation, a Delaware corporation ("Adelphia" or the
"Issuer"). The principal executive offices of the Issuer are located at Main at
Water Street, Coudersport, Pennsylvania 16915.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by AT&T Corp., a New York corporation
("AT&T"). AT&T is among the world's communications leaders, providing voice,
data and video telecommunications services to large and small businesses,
consumers and government entities. AT&T and its subsidiaries furnish regional,
domestic, international, local and Internet communication transmission services,
including cellular telephone and other wireless services, and cable television
services. The principal executive offices of AT&T are located at 32 Avenue of
the Americas, New York, New York 10013-2412.
The name, business address, present principal occupation or employment
and citizenship of each director and executive officer of AT&T is set forth in
Schedule I hereto and is incorporated herein by reference.
During the last five years, neither AT&T, nor, to the knowledge of
AT&T, any of the persons listed on Schedule I hereto, (1) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(2) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
AT&T succeeded to the beneficial ownership of the shares of Common
Stock reported herein as a result of the merger (the "Merger") of Italy Merger
Corp., a wholly owned subsidiary of AT&T, with and into Tele-Communications,
Inc. ("TCI"). TCI had previously filed a Statement on Schedule 13D reporting
beneficial ownership of such shares of Common Stock, which at that time were
attributed to TCI's TCI Group.
In the Merger, among other things, (i) TCI became a wholly owned
subsidiary of AT&T, (ii) the businesses and assets of TCI's Liberty Media Group
and TCI's TCI Ventures Group were combined and (iii) the holders of TCI's TCI
Group common stock received in exchange for their shares common stock of AT&T
and the holders of TCI's Liberty Media Group common stock and TCI's TCI Ventures
Group common stock received in exchange for their shares a new class of common
stock of AT&T intended to reflect the results of the combined Liberty Media
Group and TCI Ventures Group. In connection with the Merger, certain assets were
transferred (the "Asset Transfers") from the TCI Ventures Group to the TCI Group
in exchange for $5.461 billion in cash. AT&T provided a $5.461 billion
inter-company loan to TCI to fund the payment in connection with the Asset
Transfers. AT&T obtained the $5.461 billion used to make the inter-company loan
to TCI from its working capital.
The foregoing summary is qualified in its entirety by reference to the
text of the
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Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, among
AT&T, Italy Merger Corp. and TCI and the description of the Merger and the
related transactions set forth in the AT&T/TCI Proxy Statement/Prospectus (the
"AT&T/TCI Proxy Statement/Prospectus") that forms a part of the Registration
Statement on Form S-4 (File No. 333-70279) of AT&T filed on January 8, 1999,
each of which are filed as Exhibits hereto and are hereby incorporated by
reference herein in their entirety. All capitalized terms used in the foregoing
summary but not defined herein shall have the meanings given to them in the
AT&T/TCI Proxy Statement/Prospectus.
TCI acquired the shares of Common Stock now beneficially owned by AT&T
as follows.
TCI Development Corporation ("TCID") (as of March 5, 1999, TCI
Development, LLC, a Delaware limited liability company became the successor in
interest to TCID), a wholly owned subsidiary of TCI, acquired such
shares of Common Stock pursuant to the terms of an Agreement and Plan of Merger
(the "Agreement"), dated as of August 31, 1998, by and among TCID-SVHH, Inc., a
Delaware Corporation (and, prior to the consummation of the transactions
contemplated by the Agreement, a wholly-owned subsidiary of TCID) (the
"Company"), SHHH Acquisition Corp. (the "Merger Subsidiary"), TCID, and the
Issuer. The Company owned the Class A Limited Partner interest (the "Partnership
Interest") in Syracuse Hilton Head Holdings, L.P., a Delaware limited
partnership existing and operating under the Amended and Restated Syracuse
Hilton Head Holdings, L.P. Limited Partnership Agreement dated as of December
31, 1991, as amended. In accordance with the Agreement, the Issuer issued
2,250,000 shares of Common Stock to TCID in consideration for the merger (the
"SHHH Merger") of Merger Subsidiary with and into the Company, with the Company
surviving (the Company, post-merger, is hereinafter sometimes referred to as the
"Surviving Corporation"). Pursuant to the SHHH Merger, the outstanding capital
stock of the Company was canceled and converted into 2,250,000 shares of Common
Stock, while each share of common stock of the Merger Subsidiary outstanding
prior to the SHHH Merger was converted into one share of common stock of the
Surviving Corporation. As a result of the SHHH Merger, TCID became the owner of
2,250,000 shares of Common Stock of the Issuer, and the Issuer, through the
Surviving Corporation, became the owner of the Partnership Interest.
The foregoing summary of the terms of the Agreement is qualified in
its entirety by reference to the text of the Agreement, which is attached as an
Exhibit hereto and is incorporated herein by reference in its entirety.
ITEM 4. PURPOSE OF THE TRANSACTION.
AT&T currently holds its interest in the Issuer for investment
purposes. Except as set forth herein, neither AT&T nor, to the best of its
knowledge, any of its executive officers, directors or controlling persons has
any current plan or proposal which relates to or would result in: (i) any
acquisition by any person of additional securities of the Issuer, or any
disposition of securities of the Issuer, (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
business or corporate structure; (vii) any changes in the Issuer's charter,
by-laws, or other instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) any
delisting from a national securities exchange or any loss of authorization for
quotation in an inter-dealer quotation system
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of a registered national securities association of a class of securities of the
Issuer; (ix) any termination of registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, of a class of equity securities of
the Issuer; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, AT&T may determine to change its
investment intent with respect to the Issuer at any time in the future. In
reaching any conclusion as to its future course of action, AT&T will take into
consideration various factors, such as the Issuer's business and prospects,
other developments concerning the Issuer, other business opportunities available
to AT&T, developments with respect to the business of AT&T, and general economic
and stock market conditions, including, but not limited to, the market price of
the Common Stock of the Issuer. AT&T reserves the right, based on all relevant
factors, to acquire additional shares of the Common Stock of Issuer in the open
market or in privately negotiated transactions, to dispose of all or a portion
of its holdings of shares of the Common Stock of the Issuer, or to change its
intention with respect to any or all of the matters referred to in this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AT&T presently beneficially owns 2,250,000 shares of Common Stock.
The 2,250,000 shares of Common Stock beneficially owned by AT&T represent 5.4%
of the 41,328,343 shares of Common Stock outstanding as of February 12, 1999. To
the knowledge of AT&T, none of the persons listed on Schedule I hereto
beneficially owns any shares of Common Stock other than as set forth herein or
as listed on Schedule I hereto.
(b) AT&T has sole power to vote or to direct the voting of the shares
of Common Stock that AT&T beneficially owns and sole power to dispose of, or to
direct the disposition of, such shares of Common Stock.
(c) Except for the securities of the Issuer acquired in connection
with the Merger described in Item 3 hereof, neither AT&T nor, to the knowledge
of AT&T, any of the persons listed on Schedule I hereto, has executed
transactions in the Common Stock of the Issuer during the past sixty (60) days.
(d) There is no person that has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by AT&T.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In connection with the SHHH Merger, the Issuer and TCID entered into
the Adelphia Communications Corporation Registration Rights Agreement, dated as
of September 30, 1998 (the "Registration Rights Agreement"), pursuant to which
the Issuer granted TCID registration rights (the "Registration Rights") for (i)
the Common Stock acquired in connection with the SHHH Merger and (ii) any
securities of the Issuer issued as a dividend or other distribution with respect
to, or in exchange for or in replacement of, such Common Stock (collectively,
the "Registrable Securities"). The Registration Rights are transferable only to
a wholly-owned subsidiary of TCI or any successor to TCI pursuant to a merger,
consolidation, or otherwise (the "Holder"). The Registration Rights are
exercisable, on demand at any time after the first anniversary of the date of
the Registration Rights Agreement, as to any of the Registrable Securities a
Holder specifies in its demand, on a maximum of two occasions;
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provided, however, that the Issuer shall not be obligated to effect a
registration to the extent that the Holders may sell all their Registrable
Securities without being subject to a holding period or volume limitations and
without such Holder being required to deliver a prospectus in connection
therewith under the Securities Act of 1933, as amended. Notwithstanding the
foregoing, in the event that, prior to September 30, 1999, TCID is required to
dispose of Registrable Securities in order to decrease the ownership interest
attributed to TCID and its affiliates so that TCID and its affiliates would not
be deemed to have an "attributable interest" in the Company under the horizontal
attribution rules of the Federal Communications Commission, TCID may request the
Company to file a Registration Statement prior to the first anniversary of the
date of the Registration Rights Agreement without such registration counting
towards the two demand registrations otherwise permitted pursuant to such
agreement.
The Issuer may require the Holder not to make any sales pursuant to an
effective Registration Statement for up to two periods of thirty (30) days,
should the Issuer determine that such registration would materially adversely
affect any financing, acquisition, corporate reorganization or other material
transaction or development involving the Issuer or any of its affiliates. The
Issuer shall cause the registration statement filed in connection with a demand
to be effective continually for one hundred twenty (120) days from the date of
initial effectiveness of such registration statement; however, such period will
be extended by (a) any length of time during which TCID is blocked from selling
the Registrable Securities under specific provisions of the Registration Rights
Agreement, or (b) until the earlier of the date upon which all Registrable
Securities have been sold by the Holder or may be sold by the Holder without
being subject to a holding period or volume limits and without such Holder being
required to deliver a prospectus in connection therewith. In addition, in
consideration for Issuer's grant of Registration Rights, the Holder agrees, upon
request, to be bound by the terms of any agreement undertaken by directors and
executive officers of Issuer, as well as John J. Rigas and members of Mr. Rigas'
immediate family not to dispose of Common Stock for a period not to exceed 120
days from the effective date of such registration, as may be specified by the
Issuer or underwriters. Finally, the Issuer has agreed that it will not permit
any other holder or prospective holder of its securities to register such
securities on any registration statement filed pursuant to the Registration
Rights Agreement.
The foregoing summary of the terms of the Registration Rights
Agreement is qualified in its entirety by reference to the text of the
Registration Rights Agreement, which is attached as an Exhibit hereto and is
incorporated herein by reference in its entirety.
Except as set forth in this Schedule 13D, to the knowledge of AT&T,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or listed on Schedule I
hereto, and between such persons and any person with respect to any securities
of Adelphia, including but not limited to, transfer or voting of any of the
securities of Adelphia, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of Adelphia.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Restructuring and Merger, dated as of June 23,
1998, among AT&T Corp., Italy Merger Corp. and Tele-Communications,
Inc. (incorporated by reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the Registration Statement
on Form S-4 of AT&T (File No. 333-70279) filed on January 8, 1999 (the
"AT&T Registration Statement")).
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2. AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the
AT&T Registration Statement).
3. Agreement and Plan of Merger, dated as of September 30, 1998, by and
among TCID-SVHH, Inc., SHHH Acquisition Corp., TCI Development
Corporation, and Adelphia Communications Corporation (incorporated by
reference to Exhibit 7(a) to the Statement on Schedule 13D of TCI
(File No. 005-37634) filed on October 13, 1998).
4. Adelphia Communications Corporation Registration Rights Agreement,
dated as of September 30, 1998, by and between Adelphia Communications
Corporation and TCI Development Corporation (incorporated by reference
to Exhibit 7(b) to the Statement on Schedule 13D of TCI (File No.
005-37634) filed on October 13, 1998).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 19, 1999
AT&T CORP.
By: /s/ Robert S. Feit
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Name: Robert S. Feit
Title: Authorized Signatory
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SCHEDULE I
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The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920. All executive officers and directors listed on this
Schedule I are United States citizens.
Name Title
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C. Michael Armstrong Chairman of the Board and Chief
Executive Officer and Director
Kenneth T. Derr Director; Chief Executive Officer of Chevron
Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics, Inc.
Walter Y. Elisha Director; Chairman and Chief Executive Officer of
Springs Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of
Eastman Kodak Company
Donald V. Fites Director; Chairman and Chief Executive Officer of
Caterpillar, Inc.
Ralph S. Larsen Director; Chairman and Chief Executive Officer of
Johnson & Johnson
John C. Malone Director; Chairman of the Board, Tele-Communications,
Inc. and Liberty Media Corporation
Donald F. McHenry Director; President of IRC Group
Michael I. Sovern Director; President Emeritus and Chancellor Kent
Professor of Law at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO Citigroup Inc.
Thomas H. Wyman Director; Senior Advisor of SBC Warburg, Inc.
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture
Integration
James Cicconi Executive Vice President-Law & Governmental Affairs
and General Counsel
Mirian Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T
Wireless Services
Leo J. Hindrey, Jr. President and Chief Executive Officer, AT&T Broadband
and
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Internet Services
Frank Ianna Executive Vice President and President, AT&T Network
Services
Michael G. Keith Executive Vice President and President, AT&T Business
Services
H. Eugene Lockhart Executive Vice President, Chief Marketing Officer
Richard J. Martin Executive Vice President, Public Relations and
Employee Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and
Business Development
Richard Roscitt Executive Vice President and President & CEO, AT&T
Solutions
D.H. Schulman Executive Vice President and President, AT&T Consumer
Long Distance and Segment Marketing
Daniel E. Somers Senior Executive Vice President and Chief Financial
Officer
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INDEX OF EXHIBITS
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1. Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998, among AT&T Corp., Italy Merger Corp. and
Tele-Communications, Inc. (incorporated by reference to Appendix
A to the AT&T/TCI Proxy Statement/Prospectus that forms a part of
the Registration Statement on Form S-4 of AT&T (File No.
333-70279) filed on January 8, 1999 (the "AT&T Registration
Statement")).
2. AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
3. Agreement and Plan of Merger, dated as of September 30, 1998, by
and among TCID-SVHH, Inc., SHHH Acquisition Corp., TCI
Development Corporation, and Adelphia Communications Corporation
(incorporated by reference to Exhibit 7(a) to the Statement on
Schedule 13D of TCI (File No. 005-37634) filed on October 13,
1998).
4. Adelphia Communications Corporation Registration Rights
Agreement, dated as of September 30, 1998, by and between
Adelphia Communications Corporation and TCI Development
Corporation (incorporated by reference to Exhibit 7(b) to the
Statement on Schedule 13D of TCI (File No. 005-37634) filed on
October 13, 1998).
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