CAPITAL GROUP INC
SC 13G/A, 1994-01-10
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<PAGE>   1
<TABLE>
<S>                                                                     <C>
                                                                        
                                                                               OMB APPROVAL
                                 UNITED STATES                          OMB number:        3235-0145
                       SECURITIES AND EXCHANGE COMMISSION               Expires:    October 31, 1994
                            WASHINGTON, D.C.  20549                     Estimated average burden
                                                                        hours per response . . 14.90
                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                                 
                               (AMENDMENT NO.  2 )*
                                             ---- 
                                                  

                            ADELPHIA COMMUNICATIONS
                           --------------------------     
                                (Name of Issuer)

                                    CLASS A 
                         ------------------------------
                         (Title of Class of Securities)

                                   006848105                             
                                --------------
                                (CUSIP Number)
</TABLE>

Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).




   
SEC 1745 (2/92)                   Page 1 of 5 pages
    
<PAGE>   2
                                                                         
CUSIP No. 006848105                      13G                Page 2 OF 5 PAGES
                                                                          


       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       THE CAPITAL GROUP, INC.
       86-0206507

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                                                     (a) [ ]
                                                         (b) [ ]

       SEC USE ONLY
   3

       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
       DELAWARE

                                   SOLE VOTING POWER
                              5
                                      
         NUMBER OF                 262,500
                                       
          SHARES
                           --------------------------------------------------
       BENEFICIALLY                SHARED VOTING POWER
                              6
         OWNED BY                  NONE

           EACH            --------------------------------------------------
                                   SOLE DISPOSITIVE POWER
         REPORTING            7
                                      
          PERSON                   682,500
                                       
           WITH            --------------------------------------------------
                                   SHARED DISPOSITIVE POWER
                              8
                                   NONE
                           --------------------------------------------------
       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9
          
       682,500  Beneficial ownership disclaimed pursuant to Rule 13d-4
           

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10

       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11
          
       15.60%
           

       TYPE OF REPORTING PERSON*
  12
       HC


                      *SEE INSTRUCTION BEFORE FILLING OUT!


   
                               Page 2 of 5 pages
    
<PAGE>   3
                                                                         
CUSIP No. 006848105                      13G                Page 3 OF 5 PAGES
                                                                          
                                                                      

       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       CAPITAL RESEARCH AND MANAGEMENT COMPANY
       95-1411037

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                                                     (a) [ ]
                                                         (b) [ ]

       SEC USE ONLY
   3

       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
       DELAWARE

                                   SOLE VOTING POWER
                              5
         NUMBER OF                 NONE

          SHARES           --------------------------------------------------
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                   NONE
         OWNED BY
                           --------------------------------------------------
           EACH                    SOLE DISPOSITIVE POWER
                              7
         REPORTING                 350,000

          PERSON           --------------------------------------------------
                                   SHARED DISPOSITIVE POWER
           WITH               8
                                   NONE
                           --------------------------------------------------
       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9
       350,000

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10

       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11
       8.00%

       TYPE OF REPORTING PERSON*
  12
       IA


                      *SEE INSTRUCTION BEFORE FILLING OUT!


   
                               Page 3 of 5 pages
    
<PAGE>   4
                                                                    
CUSIP No. 006848105                      13G                Page 4 OF 5 PAGES
                                                                     


       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          
       CAPITAL GUARDIAN TRUST COMPANY
       95-2553868
           

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                                                     (a) [ ]
                                                         (b) [ ]

       SEC USE ONLY
   3

       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
          
       CALIFORNIA
           

                                   SOLE VOTING POWER
                              5
                                      
         NUMBER OF                 260,000
                                       
          SHARES           --------------------------------------------------
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                      
         OWNED BY                  NONE
                                       
           EACH            --------------------------------------------------
                                   SOLE DISPOSITIVE POWER
         REPORTING                 7    
                                      
          PERSON                   330,000
                                       
           WITH            --------------------------------------------------
                                   SHARED DISPOSITIVE POWER
                              8
                                      
                                   NONE
                                       
                           --------------------------------------------------
       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9
          
       330,000
           

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10

       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11
          
       7.54%
           

       TYPE OF REPORTING PERSON*
  12
          
       BK
           


                      *SEE INSTRUCTION BEFORE FILLING OUT!



   
                               Page 4 of 5 pages
    
<PAGE>   5
                                                                          
                                                                       Page 5
                                                                           
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  Schedule 13G
                   Under the Securities Exchange Act of 1934

                                     
Fee enclosed [ ]  or Amendment No. 2
                                  ---
                                  (/R>
Item 1(a) Name of Issuer:
          Adelphia Communications
          -----------------------
  
Item 1(b) Address of Issuer's Principal Executive Offices:
          P.O. Box 472
          ------------  
          Coudersport, PA  16915
          ----------------------

Item 2(a) Name of Person(s) Filing:
          
    
   
          The Capital Group, Inc., Capital Research and Management Company, 
          -----------------------------------------------------------------
          Capital Group Trust Company
          ---------------------------
              
  
Item 2(b) Address of Principal Business Office:
          333 South Hope Street
          ---------------------
          Los Angeles, CA  90071
          ----------------------

Item 2(c) Citizenship:   N/A 
                         ---

Item 2(d) Title of Class of Securities:  Class A
                                         -------
                                         
Item 2(e) CUSIP Number:  006848105
                         ---------
                            
Item 3   The person(s) filing is(are):
- ------
         (b) [x] Bank as defined in Section 3(a)(6) of the Act.
    
         (e) [x] Investment Adviser registered under Section 203 of the 
                 Investment Advisers Act of 1940.
         (g) [x] Parent Holding Company in accordance with Section
                 240.13d-1(b)(1)(ii)(G).

                            
Item 4   Ownership
- ------
                             
                                        
         (a)  Amount Beneficially Owned:
              See item 9, pg. 2, 3 and 4
              --------------------------
                                         
                                                                 
         (b)  Percent of Class:  See item 11, pg. 2, 3 and 4
                                 ---------------------------
                                                               
         (c)  Number of shares as to which such person has:
              i)    sole power to vote or to direct the vote  
                                                
                    See item 5, pg. 2, 3 and 4
                    --------------------------
                                                 
              ii)   shared power to vote or to direct the vote  None
                                                                ----
              iii)  sole power to dispose or to direct the disposition of  
                                                
                    See item 7, pg. 2, 3 and 4
                    --------------------------
                                                 
              iv)   shared power to dispose or to direct the disposition of 
                    None - beneficial ownership disclaimed pursuant to 
                    --------------------------------------------------
                    Rule 13d-4
                    ----------
Item 5   Ownership of 5% or Less of a Class:  N/A
                                              ---
                                              
Item 6   Ownership of More than 5% on Behalf of Another Person:  N/A
                                                                 ---
                                                                    
Item 7   Identification and Classification of the Subsidiary Which Acquired 
         ------------------------------------------------------------------
         the Security Being Reported on By the Parent Holding Company
         ------------------------------------------------------------
    
         (1)  Capital Research and Management Company is an Investment Adviser
              registered under Section 203 of the Investment Advisers Act of
              1940 and is a wholly owned subsidiary of The Capital Group, Inc.
         (2)  Capital Guardian Trust Company is a Bank as defined in Section
              3(a)(6) of the Act and a wholly owned subsidiary of The Capital
              Group, Inc.
         (3)  Capital International Limited (CIL) does not fall within any of
              the categories described in Rule 13d-1-(b)(ii)(A-F) but its
              holdings of any reported securities come within the five percent
              limitation as set forth in a December 15, 1986 no-action letter
              from the Staff of the Securities and Exchange Commission to The
              Capital Group, Inc.  CIL is a wholly owned subsidiary of The
              Capital Group, Inc.

Item 8   Identification and Classification of Members of the Group:  N/A
                                                                     ---
                                                                     
Item 9   Notice of Dissolution of the Group:  N/A
                                              ---
                                              
Item 10  Certification
         -------------

         By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.

         Signature
         ---------
         
         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.

Date:  January 7, 1994


Signature:       /s/ Philip de Toledo
                 ------------------------------------------------------------
Name/Title:      Philip de Toledo, Vice President and Treasurer
                 ------------------------------------------------------------
                 The Capital Group, Inc.                                   
                 ------------------------------------------------------------
Date:  January 7, 1994


Signature:       /s/ Paul G. Haaga, Jr.
                 ------------------------------------------------------------
Name/Title:      Paul G. Haaga, Jr., Senior Vice President
                 ------------------------------------------------------------
                 Capital Research and Management Company         
                 ------------------------------------------------------------
Date:  January 7, 1994


Signature:       /s/ Michael D. Beckman
                 ------------------------------------------------------------
Name/Title:      Michael D. Beckman, Sr. V. P. and Treasurer
                 ------------------------------------------------------------
                 Capital Guardian Trust Company                       
                 ------------------------------------------------------------
<PAGE>   6
                                   AGREEMENT



                                   Los Angeles, California
                                   January 7, 1994

   
         Capital Research and Management Company ("CRMC"), Capital Guardian
Trust Company ("CGTC"), and The Capital Group, Inc. ("CG") hereby agree to file
a joint statement on Schedule 13G under the Securities Exchange Act of 1934
(the "Act") in connection with their beneficial ownership of Class A stock
issued by Adelphia Communications.
    
   
          CRMC, CGTC and CG state that they are each entitled to individually
use Schedule 13G pursuant to Rule 13d-1(c) of the Act.
    
   
         CRMC, CGTC and CG are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but are not
responsible for the completeness or accuracy of the information concerning the
others.
    

                                   CAPITAL RESEARCH AND MANAGEMENT COMPANY



                                   BY:  /s/  Paul G. Haaga, Jr.
                                        -------------------------------------
                                          Paul G. Haaga, Jr.
                                          Senior Vice President


                                      
                                   CAPITAL GUARDIAN TRUST COMPANY



                                   BY:  /s/  Michael D. Beckman
                                        -------------------------------------
                                          Michael D. Beckman
                                          Senior Vice President and Treasurer
                                       


                                   THE CAPITAL GROUP, INC.



                                   BY:  /s/  Philip de Toledo
                                        -------------------------------------
                                          Philip de Toledo
                                          Vice President and Treasurer





                                   EXHIBIT A


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