<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Adelphia Communications Corporation
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
006848105
(CUSIP Number)
Dennis P. Coyle, Esq.
General Counsel and Secretary
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
(407)694-4644
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 26, 1995
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box / /.
Check the following box if a fee is being paid with the statement
/ /. (A fee is not required only if the reporting 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 disclosures provided in a prior cover
page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 006848105 Page 2 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Telesat Cablevision, Inc.
I.R.S. Identification #: Not Required
2. Check the appropriate box if a member of a group*
(a) x
(b)
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6. Citizenship or Place of Organization
Florida
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 1,091,399
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,091,399
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,399
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
7.10%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 006848105 Page 3 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
FPL Group Capital Inc.
I.R.S. Identification #: Not Required
2. Check the appropriate box if a member of a group*
(a) x
(b)
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6. Citizenship or Place of Organization
Florida
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 1,091,399
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,091,399
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,399
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
7.10%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 006848105 Page 4 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
FPL Group, Inc.
I.R.S. Identification #: Not Required
2. Check the appropriate box if a member of a group*
(a) x
(b)
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6. Citizenship or Place of Organization
Florida
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 1,091,399
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,091,399
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,399
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
7.10%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 006848105 Page 5 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Telesat Cablevision of South Florida, Inc.
I.R.S. Identification #: Not Required
2. Check the appropriate box if a member of a group*
(a) x
(b)
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6. Citizenship or Place of Organization
Florida
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 1,091,399
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,091,399
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,399
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
7.10%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 006848105 Page 6 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Cable LP I, Inc.
I.R.S. Identification #: Not Required
2. Check the appropriate box if a member of a group*
(a) x
(b)
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6. Citizenship or Place of Organization
Florida
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 1,091,399
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,091,399
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,399
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
13. Percent of Class Represented by Amount in Row (11)
7.10%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This document dated November 3, 1995, is filed pursuant to Section
13D of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by Telesat Cablevision, Inc. ("Telesat"), FPL Group Capital
Inc ("Group Capital") and FPL Group, Inc. ("FPL Group") as Amendment
No. 1 to their Statement on Schedule 13D dated March 10, 1995 (the
"Statement"), and by Telesat Cablevision of South Florida, Inc.
("TCSF") and Cable LP I, Inc. ("Cable LP") as their initial Statement
on Schedule 13D, and relates to the Class A Common Stock, par value
$.01 per share, (the "Common Stock") of Adelphia Communications
Corporation (the "Company"). Telesat, Group Capital, FPL Group,
TCSF and Cable LP are hereinafter referred to as the "Reporting
Persons." This document is referred to herein as the "Amended
Statement." The Amended Statement is being jointly filed by the
Reporting Persons pursuant to the joint filing agreement filed as
Exhibit 5 hereto.
Item 2 of the Statement is hereby amended and supplemented as
follows:
Item 2. Identity and Background.
The information set forth in Schedule 1 to the Statement has
been updated in Schedule 2 attached hereto.
Item 3 of the Statement is hereby amended and supplemented as
follows:
Item 3. Source and Amount of Funds.
Cable LP, which is a wholly-owned subsidiary of TCSF, which is a
wholly-owned subsidiary of Telesat, owns a 20% limited partnership
interest in WB Cable Associates, Ltd., a Florida limited partnership
("WB Cable"). On April 3, 1995, WB Cable consummated a transaction
pursuant to an Asset Purchase Agreement dated October 28, 1994
between WB Cable and the Company in which WB Cable sold certain cable
television assets to the Company. As partial consideration for the
sale, WB Cable received approximately 457,318 shares (the "WB
Shares") of Common Stock from the Company in lieu of $5,000,000 of
the aggregate purchase price of such assets.
On April 3, 1995 (the "Execution Date"), WB Cable and the
Company also entered into a Registration Rights Agreement in
connection with the acquisition of the WB Shares. The Registration
Rights Agreement is filed as Exhibit 6 hereto. The Registration
Rights Agreement obligates the Company, within three months following
the Execution Date, to commence filing a registration statement
registering the WB Shares, and any capital stock of the Company
issued as a dividend or other distribution with respect to the WB
Shares, under the Securities Act, and to keep the registration
statement effective until the second anniversary of the Execution
Date. The Registration Rights Agreement also gives WB Cable
"piggyback" registration rights which enable it to require that the
Company register the WB Shares under the Securities Act if the
Company is otherwise registering other shares of Common Stock. These
registration rights exist for a period commencing three months after
the Execution Date and terminating twenty-four months after the
Execution Date.
WB Cable is in the process of dissolution and the winding up of
its business affairs and has distributed Cable LP's proportionate
interest in the WB Shares (approximately 91,399, hereinafter referred
to as the "Cable LP Shares") to Cable LP, and therefore, the
Reporting Persons may be deemed to be beneficial owners of the Cable
LP Shares. In connection with the dissolution and distribution of
the Cable LP Shares to Cable LP, the Company has entered into a
Joinder Agreement with Cable LP, dated October 24, 1995 which
designates Cable LP as a "Holder" under the Registration Rights
Agreement (as the term is defined in the Registration Rights
Agreement) with respect to the Cable LP Shares. The form of Joinder
Agreement is filed as Exhibit 7 hereto.
Item 4 of the Statement is hereby amended and supplemented as
follows:
Item 4. Purpose of the Transaction.
Pursuant to the terms of the Investment Agreement (described in
the Statement), on September 26, 1995, Dennis P. Coyle, Esq. was
elected to the Board of Directors of the Company.
The Shares (as defined in the Statement) and the Cable LP Shares
will be held for investment purposes and not for the purpose or in
connection with any transaction having the purpose of changing the
control of the Company, and other than as disclosed in the Statement
or this Amended Statement, no Reporting Person has any present
intention to effect any of the transactions enumerated in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5 of the Statement is hereby amended and supplemented as
follows:
Item 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Persons, by virtue of Rule
13d-3 under the Exchange Act, may be deemed to share voting and
dispositive power with each other over 1,091,399 shares of Common
Stock (approximately 7.10% of the total number of shares of Common
Stock outstanding as disclosed in the Form 10-Q for the quarter ended
June 30, 1995 of the Company, which is the most recently available
filing by the Company with the Securities and Exchange Commission.)
Other than as described herein, no Reporting Person has engaged
in any transaction in the Common Stock of the Company within sixty
days of the date hereof.
Item 6 of the Statement is hereby amended and supplemented as
follows:
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than as described in the Statement and this Amended
Statement, no Reporting Person has any other contracts, arrangement,
understandings or relationships (legal or otherwise) with any person
with respect to any securities of the Company, including, but not
limited to, transfer or voting of any such securities, finder s fees,
joint ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 5: Joint Filing Agreement
Exhibit 6: Registration Rights Agreement
Exhibit 7: Joinder Agreement
<PAGE>
Schedule 2
(Changes to the Information set forth in Schedule 1)
Directors and Executive Officers of Telesat:
Dennis P. Coyle replaced Harry P. Cushing as President, and Leslie J.
Gelber became a Vice President.
Directors and Executive Officers of FPL Group Capital Inc:
Michael W. Yackira replaced Paul J. Evanson as Director, Vice
President & Chief Financial Officer.
Directors and Executive Officers of FPL Group:
Michael W. Yackira replaced Paul J. Evanson as Vice President,
Finance and Chief Financial Officer.
Lynne V. Cheney was elected as a director. American Enterprise
Institute. Business Address is 1150 17th Street N.W. Suite 1100,
Washington, D.C. 20036
Directors and Executive Officers of Telesat Cablevision of South
Florida, Inc.
Dennis P. Coyle - Director, President and Secretary
Leslie J. Gelber - Director and Vice President
Dilek Samil - Treasurer
Directors and Officers of Cable LP I, Inc.
Dennis P. Coyle - Director, President and Secretary
Leslie J. Gelber - Director and Vice President
Dilek L. Samil - Treasurer
Richard M. Schorr - Controller
<PAGE>
Exhibit Index
Exhibit No. Title Page
Exhibit 5 Joint Filing Agreement 13
Exhibit 6 Registration Rights Agreement 14
Exhibit 7 Joinder Agreement 22
<PAGE>
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: November 3, 1995 FPL GROUP, INC.
/s/ Michael W. Yackira
Name: Michael W. Yackira
Title: Vice President, Finance &
Chief Financial Officer
Dated: November 3, 1995 FPL GROUP CAPITAL INC
/s/ Michael W. Yackira
Name: Michael W. Yackira
Title: Vice President &
Chief Financial Officer
Dated: November 3, 1995 TELESAT CABLEVISION, INC.
/s/ Dennis P. Coyle
Name: Dennis P. Coyle
Title: President
Dated: November 3, 1995 TELESAT CABLEVISION OF SOUTH
FLORIDA, INC.
/s/ Dennis P. Coyle
Name: Dennis P. Coyle
Title: President
Dated: November 3, 1995 CABLE LP I, INC.
/s/ Dennis P. Coyle
Name: Dennis P. Coyle
Title: President
EXHIBIT 5
Joint Filing Agreement
Be it known that the undersigned hereby agree to file jointly a
Schedule 13D, including amendments thereto, reporting the beneficial
ownership of the Class A Common Stock, par value $.01 per share, of
Adelphia Communications Corporation.
Dated: November 3, 1995 FPL GROUP, INC.
/s/ Michael W. Yackira
Name: Michael W. Yackira
Title: Vice President, Finance &
Chief Financial Officer
Dated: November 3, 1995 FPL GROUP CAPITAL INC
/s/ Michael W. Yackira
Name: Michael W. Yackira
Title: Vice President &
Chief Financial Officer
Dated: November 3, 1995 TELESAT CABLEVISION, INC.
/s/ Dennis P. Coyle
Name: Dennis P. Coyle
Title: President
Dated: November 3, 1995 TELESAT CABLEVISION OF SOUTH
FLORIDA, INC.
/s/ Dennis P. Coyle
Name: Dennis P. Coyle
Title: President
Dated: November 3, 1995 CABLE LP I, INC.
/s/ Dennis P. Coyle
Name: Dennis P. Coyle
Title: President
EXHIBIT 6
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, made as of this 3rd day of April, 1995,
between WB CABLE ASSOCIATES, LTD., a Florida limited partnership
("WB" or "Holder"), and ADELPHIA COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, Holder is the record and beneficial holder of
457,318 shares (the "Shares") of the Company's Class A common stock,
par value $ .01 per share (the "Common Stock");
WHEREAS, WB and the Company are parties to an Asset
Purchase Agreement dated as of October 28, 1994 (the "Purchase
Agreement") pursuant to which WB acquired the Shares;
WHEREAS, the execution and delivery of this Agreement is a
condition of the Purchase Agreement; and
WHEREAS, Holder desires to have the Shares subject to the
rights described herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The term "Act" means the Securities Act of 1933,
as amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same are in
effect from time to time;
(b) The term "Commission" means the Securities and
Exchange Commission or any other federal agency at the time primarily
responsible for administering the Act;
(c) The term "Registrable Securities" means (1) the
Shares and (2) any capital stock of the Company or a successor to the
Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Shares, in each case,
which are held by Holder.
(d) The term "Rigas Shareholders" means Dorellenic,
Ionian Communications, L.P., Syracuse Hilton Head Holdings, L.P.,
Highland Holdings, John J. Rigas, Doris N. Rigas, Timothy J. Rigas,
Michael J. Rigas, James P. Rigas, Ellen K. Rigas, any of their
respective spouses, estates or lineal descendants, any trust created
for the benefit of any such persons or, while and to the extent they
are serving in such capacity, the executors, administrators or
personal representatives of such persons, and any corporation,
partnership or other entity owned or controlled by one or more of the
Rigas Shareholders.
2. Registration Under the Act.
(a) Within three (3) months following the date
hereof, the Company shall commence commercially reasonable efforts to
prepare and file a registration statement on Form S-3 or another
appropriate form under the Act covering the registration of all of
the Registrable Securities then outstanding, and the Company shall
then use commercially reasonable efforts to cause such registration
statement to be filed and declared effective under the Act and kept
effective until the second anniversary of the date of this Agreement.
(b) Notwithstanding the foregoing, the Company shall
not be obligated to cause a registration statement to be filed and
declared effective pursuant to this Paragraph 2 or, if the
registration statement is effective, the Company may request the
Holder not to (and upon such request the Holder hereby agrees not to)
make any sales pursuant thereto, for up to two periods of sixty (60)
days each, as the Company shall specify, provided that the Company
shall furnish to Holder a certificate signed by the President or a
Vice President of the Company stating that in the good faith judgment
of the Company it would be detrimental to the Company or its
shareholders for a registration statement to be filed or for sales to
occur under an effective registration statement.
(c) Holder shall promptly notify the Company in
writing of any sales made pursuant to any registration statement
filed pursuant to this Agreement.
3. Piggyback Registration. (a) If at any time
commencing three (3) months following the date hereof and ending
twenty-four (24) months following the date hereof, the Company
proposes to file a registration statement covering the registration
of any of its Common Stock under the Act in connection with the
offering of such securities by the Company or any of the Rigas
Shareholders solely for cash on a form (other than Form S-4 or Form
S-8) that would also permit the concurrent registration of the
Registrable Securities, the Company shall promptly give Holders
written notice of such determination. Upon the written request of a
Holder given within fifteen (15) business days after mailing of any
such notice by the Company, the Company shall use reasonable
commercial efforts to cause to be registered under the Act all of the
Registrable Securities that Holders have requested be registered.
(b) Notwithstanding any other provision of Paragraph
3, if the underwriter selected by the Company or the Rigas
Shareholders determines that factors require a limitation of the
number of shares to be underwritten, the underwriter may exclude some
or all of the Registrable Securities from such registration and
underwriting provided that any such partial exclusion shall be made
on a pro rata basis among all the requesting Holders.
(c) In the event that any registration of Registrable
Securities pursuant to this Paragraph 3 shall be, in whole or in
part, a firm commitment underwritten offering of securities of the
Company, and any request by such Holders to register Registrable
Securities pursuant to Paragraph 3 must specify that such Registrable
Securities are to be included in the underwriting on the same terms
and conditions as the shares of Common Stock, if any, otherwise being
sold through underwriters under such registration.
(d) The provisions of Paragraph 2(b) shall also apply
to registration statements under this Paragraph 3.
4. Registration Procedures. Whenever required under
Paragraphs 2 or 3 to use commercially reasonable efforts to effect
the registration of any Registrable Securities, the Company shall:
(a) Use commercially reasonable efforts to prepare
and file with the Commission a registration statement with respect to
such Registrable Securities and to cause such registration statement
to become and remain effective provided, however, that in connection
with any periods of proposed registration under or in satisfaction of
Paragraph 2, the Company shall in no event be obligated to cause any
such registration to remain effective after the second anniversary of
the date of this Agreement, excluding any periods of suspension of
sales during effectiveness pursuant to Paragraph 2(b) or 11 or
occurring as a result of an event described in the next succeeding
sentence. In connection therewith, the Company shall use its best
efforts to notify Holder of the happening of any event during the
period a registration statement is effective which makes any
statement made in such registration statement or the related
prospectus untrue in any material respect or which requires the
making of any changes in such registration statement or prospectus so
that, as of such date, the statements therein are not misleading and
do not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (which advice
shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made) and use
commercially reasonable efforts, consistent with Company's past
Practices to prepare a supplement or post-effective amendment to a
registration statement or the related Prospectus or any document
incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
provided, that the Company shall not be required to update, pursuant
to this Paragraph 4, any such document during a period where the
Company shall, in good faith and using reasonable business judgment,
believe that the premature disclosure of any event or information
would have a material effect on the Company, provided further that
the Company shall otherwise use its best efforts to comply in all
respects with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, together with all
applicable rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Holder agrees that, upon receipt of any such notice
from the Company of the happening of any event of the kind described
herein, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to such registration statement until
such Holder's receipt of the copies of the supplemented or amended
prospectus, and, if so directed by the Company, such Holder will
deliver to the Company (at its expense) all copies in its possession,
other than permanent file copies then in such Holder's possession, of
the prospectus covering such Registrable Securities current at the
time of receipt of such notice.
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may
be necessary to comply with the provisions of the Act with respect to
the disposition of all securities covered by such registration
statement.
(c) Furnish to Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as Holder may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Holder.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other
securities or Blue Sky laws of such United States jurisdictions as
shall be reasonably requested by Holder for the distribution of the
securities covered by the registration statement, provided that the
Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions,
and further provided that (anything in this Agreement to the contrary
notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require
that expenses incurred in connection with the qualification of the
securities in that jurisdiction be borne by selling shareholders,
then such expenses shall be payable by the Holder pro rata based upon
the number of shares registered, to the extent required by such
jurisdiction.
5. Obligation to Furnish Information. It shall be a
condition precedent to the obligations of the Company to take any
action pursuant to this Agreement that Holder shall furnish to the
Company such information regarding Holder, or the Registrable
Securities held by. Holder, and the intended method of disposition
of such securities, as the Company shall reasonably request or as
shall be required in connection with the action to be taken by the
Company hereunder, including but not limited to information required
by Items 507 and 508 of Regulation S-K under the Act.
6. Expenses of Registration. All expenses incurred in
connection with a registration effected pursuant to Paragraph 2
(excluding a Holder's pro rata qualification expenses under Paragraph
4 (d), underwriters discounts and commissions, and counsel, advisory
or consultant fees of a selling Holder), including without limitation
all registration and qualification fees, printers' and accounting
fees, and fees and disbursements of counsel for the Company, shall be
borne by the Company. Any expenses of a registered offering under
Paragraph 2 not required to be borne by the Company shall be borne
pro rata by the selling Holders.
7. Company Registration Expenses. In the case of any
registration effected pursuant to Paragraph 3, the Company shall bear
any additional registration and qualification fees and expenses
(excluding additional underwriters discounts and commissions), and
any additional costs and disbursements of counsel for the Company
that result from the inclusion of securities held by the Holders in
such registration. Any such additional expenses of the registration
not required to be borne by the Company shall be borne by the selling
Holders and any other stockholders participating in the registration,
pro rata on the basis of the amount of securities so registered;
provided, however, that if any such additional cost or expense is
attributable solely to a selling Holder and does not constitute a
normal cost or expense of such a registration, such cost or expense
shall be allocated to such Holder. In addition, each Holder shall
bear the fees and costs of its own counsel, advisors and consultants.
8. Underwriting Requirements. In connection with any
offering involving an underwriting of shares being issued by the
Company or sold by Rigas Shareholders under Paragraph 3, Holder
hereby agrees to accept the terms of the underwriting as agreed upon
between the Company and/or the Rigas Shareholders, as the case may
be, and the underwriters selected by the Company.
9 . Delay of Registration. Holder shall not have any
right to take any action to restrain, enjoin, or otherwise delay any
registration as the result of any controversy that might arise with
respect to the interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable
Securities are included in a registration statement under this
Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder joining in a registration,
any underwriter (as defined in the Act) for it, and each. person, if
any, who controls such underwriter within the meaning of the Act,
against any losses., claims, damages, or liabilities, joint or
several, to which they may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus,
or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or arise out of any violation by
the Company of any rule or regulation promulgated under the Act
applicable to the Company and relating to action or inaction required
of the Company in connection with any registration; and will
reimburse such Holder, such underwriter, or controlling person for
any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement
contained in this Paragraph 10 (a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability, expenses or
action if such settlement is effected without the consent of the
Company nor shall the Company be liable in any such case for any such
loss, claim, damage, liability, expenses, or action to the extent
that it arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in connection
with such registration statement, preliminary prospectus, final
prospectus, or amendments or supplements thereto, in reliance upon
and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder,
underwriter or controlling person.
(b) To the extent permitted by law, Holder will
indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the registration statement, each
person, if any, who controls the Company within the meaning of the
Act, and each agent and any underwriter for the Company (within the
meaning of the Act) against any losses, claims, damages, or
liabilities, joint or several, to which the Company and/or any such
director, officer, controlling person, agent, or underwriter may
become subject, under the Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus,
or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such
registration statement, preliminary or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity
with written information furnished by Holder expressly for use in
connection with such registration; and Holder will reimburse any
legal or other expenses reasonably incurred by the Company and/or any
such director, officer, controlling person, agent, or underwriter in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity
agreement contained in this Paragraph 10(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage,
liability, expense or action if such settlement is effected without
the consent of such Holder.
(c) Promptly after receipt by an indemnified party
under this paragraph of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this paragraph, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof
with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such
action, if prejudicial to his ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified
party under this paragraph, but the omission so to notify the
indemnifying party will not relieve him of any liability that he may
have to any indemnified party otherwise than under this paragraph.
11. Lockup Agreement. In consideration for the Company
agreeing to its obligations under this Agreement, each Holder agrees
in connection with any registration of the Company's securities, upon
the request of the Company or the underwriters managing any
underwritten offering of the Company's securities, not to sell, make
any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Registrable Securities (other than, subject
to the requirements of Paragraphs 12 and 14, (a) those included in
the registration and (b) sale transactions not involving a public
offering, provided that the transferee of such Holder as a condition
thereto and in connection therewith, agrees to be bound by and joins
into this Paragraph 11), without the prior written consent of the
Company or such underwriters, as the case may be, for such period of
time not to exceed 90 days from the effective date of such
registration as the Company or the underwriters may specify. The
Company hereby agrees to give Holder among other things written
notice of the filing of a registration statement, for a proposed
underwritten offering to which the restrictions in this Paragraph 11
could apply if so requested.
12. Limitations on Assignment. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their successors and assigns; provided, that the registration rights
granted to WB in Paragraph 2 and Paragraph 3 hereof may not be
assigned or transferred in whole or in part (a) by WB to any
transferee other than to a limited or general partner of WB that (i)
was such a partner on the date of this Agreement, (ii) provided all
information reasonably requested by the Company in connection with
the issuance and sale of the Shares to WB on the date hereof and
(iii) agrees to be bound by and joins in this Agreement as a Holder
and thereby agrees among other things to provide all necessary
information to the Company pursuant to Paragraph 5 in connection with
a registration hereunder, and (b) by any such limited or general
partners of WB to whom Registrable Securities are distributed, except
that the registration rights of any such partner who is an individual
may be transferred to the legal estate of such individual partner who
shall die after the date hereof, so long as such estate agrees to be
bound by and joins in this Agreement as a Holder and thereby agrees
among other things to provide all necessary information to the
Company pursuant to Paragraph 5 hereunder.
13. Information. The Company covenants and agrees to use
its best efforts to make and keep public information available, as
required by Rule 144(c) under the Act, at all times from the second
anniversary of the date hereof to the third anniversary of the date
hereof, if any Registrable Securities shall then be outstanding. The
Company agrees to use its best efforts not to cause the Common Stock
to be removed from registration pursuant to Section 12 of the
Securities Exchange Act of 1934.
14. Restrictions on Resale. The Holders each agree not to
offer, sell, pledge, transfer or otherwise dispose of any Registrable
Securities from the date hereof to the date three months following
the date hereof, except (i) pursuant to Paragraph 2 or 3 hereof or
(ii) for transfers by WB to its limited or general partners in a pro
rata liquidating distribution that does not require any vote or
consent of any of such partners, provided that each of such partners
shall have agreed in writing to and to be bound by the provisions of
this Paragraph 14. Appropriate legends shall be placed on the
certificates representing the Registrable Securities to reflect any
applicable limitations on transfer or sale.
15. Termination. Unless sooner terminated pursuant to the
terms of this Agreement, the obligations of the Company pursuant to
Paragraphs 2 and 3 hereof as to any Holder's Registrable Securities
shall expire upon the earlier of: (i) the sale or other disposition
of such Registrable Securities by a Holder, other than a sale or
disposition permitted by Paragraph 14 hereof which is made together
with an assignment of this Agreement in compliance with Paragraph 12
hereof, (ii) two years following the date of this Agreement or (iii)
as to any Holder, the date when such Holder's Registrable Securities
then outstanding may be resold during the succeeding three-month
period without such Holder being required to deliver a prospectus
with respect thereto under the Act or the rules and regulations
promulgated thereunder. In addition to the foregoing, the
obligations of the Company pursuant to this Agreement shall terminate
as to any Holder which notifies the Company in writing that it does
not wish to have its Shares registered under Paragraph 2 hereof.
16. Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties
with respect to the subject matter hereof and supersedes all prior
agreements and negotiations relating thereto.
17. Governing Law. This Agreement, together with the
rights and obligations of the parties hereunder shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware without regard to any jurisdiction's conflicts of laws
provisions.
18. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
19. Titles and Subtitles. The titles and subtitles used
in this Agreement are for convenience only and are not to be
considered in construing or interpreting this Agreement.
20. Notices. Any notice, request or other communication
required or permitted under this Agreement shall be given in writing
and shall be deemed to be effectively given upon (i) personal
delivery, (ii) delivery by U.S. Express Mail or other overnight
courier service which provides evidence of delivery, (iii) legible
facsimile transmission, or (iv) the expiration of three (3) days
following deposit with the United States Postal Service, by
registered or certified mail, postage prepaid, addressed, in each
case, as follows:
If to the Company:
Adelphia Communications Corporation
Attn: Jake Kane
Colin H. Higgin
5 West Third Street
Coudersport, Pennsylvania 16915
Telephone: (814) 274-9830
Facsimile: (814) 274-8631
with a copy to:
Buchanan Ingersoll Professional
Corporation
5800 USX Tower, 600 Grant Street
Pittsburgh, Pennsylvania 15219
Attn: Ronald Basso, Esq.
Telephone: (412) 562-3943
Facsimile: (412) 562-9316
If to Holder:
WB Cable Associates, Ltd.
c/o Monroe M. Rifkin, Chairman
Rifkin & Associates, Inc.
360 South Monroe Street, Suite 600
Denver, Colorado 80209
Telephone: (303) 333-1215
Facsimile: (303) 322-3553
with a copy to:
Stuart G. Rifkin, Esq.
Hall & Evans
1200 17th Street, Suite 1700
Denver, Colorado 80202
Telephone: (303) 628-3300
Facsimile: (303) 628-3431
or at such other address as any party may designate by ten (10) days
advance written notice to the other party in accordance with the
provisions of this Paragraph.
21. Amendments. This Agreement may not be amended without
the written consent of the Company and the holders of at least a
majority in interest of the then outstanding Registrable Securities.
IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed by a duly authorized representative as of
the day first above written.
HOLDER:
WB CABLE ASSOCIATES, LTD.
By: WBC Management Limited Partnership,
its General Partner
By: West Boca Cablevision Management Corp.,
its General Partner
By: /s/ Monroe M. Rifkin
Name: Monroe M. Rifkin
Title: Pres.
COMPANY:
ADELPHIA COMMUNICATIONS CORPORATION
BY: /s/ LeMoyne T. Zacherl
NAME: LeMoyne T. Zacherl
TITLE: Vice President
EXHIBIT 7
JOINDER AGREEMENT
THIS JOINDER AGREEMENT is made by the undersigned in favor
of Adelphia Communications Corporation, a Delaware corporation
("Adelphia").
RECITALS:
A. Pursuant to that certain Registration Rights Agreement,
dated April 3, 1995 (the "Registration Rights Agreement"), between WB
Cable Associates, Ltd., a Florida limited partnership ("WB Cable"),
and Adelphia, WB Cable was granted certain registration rights with
respect to 457,318 shares (the "Shares") of Adelphia's Class A Common
Stock, par value $0.01 per share, acquired by WB Cable from Adelphia
as part of the purchase price paid by Adelphia pursuant to the Asset
Purchase Agreement, dated October 28, l994, between WB Cable and
Adelphia.
B. The undersigned would like to become a Holder (as
defined in the Registration Rights Agreement) of the registration
rights under the Registration Rights Agreement with respect to the
portion of the Shares that WB Cable is distributing to the
undersigned.
C. The Registration Rights Agreement requires that the
undersigned join in and agree to be bound by the terms and conditions
of the Registration Rights Agreement in order to become such a
Holder, and the undersigned is executing this Joinder Agreement in
order to fulfill such requirement.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby joins in (and agrees
to be bound by the terms and conditions of) the Registration Rights
Agreement as a Holder, the same as though the undersigned were named
as a Holder in the Registration Rights Agreement (as defined
therein).
IN WITNESS WHEREOF, the undersigned has executed this
Joinder Agreement this 24th day of October, 1995.
CABLE LP I, INC.
/s/ Leslie J. Gelber
Leslie J. Gelber
Vice President
Leslie J. Gelber
(Print Name)
