<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ADELPHIA COMMUNICATIONS CORPORATION
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
006848 10 5
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(CUSIP Number)
Carl E. Rothenberger, Jr., Esq.
5800 USX Tower, 600 Grant Street
Pittsburgh, PA 15219
Phone: (412) 562-8826
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 14, 1994
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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 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
(Continued on following page(s))
Page 1 of 49 pages
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CUSIP No.:006848 10 5
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(1) Names of Reporting Person S.S. or I.R.S. Identification No. of
Above Person
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P.
Rigas, Ellen K. Rigas, and Daniel R. Milliard
(collectively, the "Limited Purpose Group")
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds
PF/00
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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 of Organization
The members of the Limited Purpose Group are citizens of the
United States of America.
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Number of (7) Sole Voting Power 15,232,297 Shares
Shares Bene-
ficially (8) Shared Voting Power 2,399,151 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0**
ing Person
With (10) Shared Dispositive Power 0**
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
17,631,448**
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
72.4%
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(14) Type of Reporting Person (See Instructions)
00
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**See Item 5 and Schedule C for further explanation.
Page 2 of 49 pages
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CUSIP No.:006848 10 5
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
John J. Rigas (SS# ###-##-####)
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(2) Check the Appropriate Box if a Member of a Group (a) /X/**
(b) / /
**Solely with respect to voting for the election
of directors. See Item 5 for further explanation.
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(3) SEC Use Only
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(4) Source of Funds
PF/00
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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 of Organization
United States of America
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Number of (7) Sole Voting Power 5,794,355 Shares
Shares Bene-
ficially (8) Shared Voting Power 11,837,093 Shares
Owned by
Each Report-(9) Sole Dispositive Power 5,794,355 Shares
ing Person
With (10) Shared Dispositive Power 6,870,553 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,664,908 (which includes 97,949 shares beneficially owned by
Dorellenic and 4,374,453 shares beneficially owned by Highland
Holdings, each a general partnership in which John J. Rigas is a
general partner, and 1,458,151 shares beneficially owned by
Syracuse Hilton Head Holdings, L.P., a limited partnership).***
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares /X/
Excludes 4,966,540 shares beneficially owned by other members of
the Limited Purpose Group for which John J. Rigas has the right
by agreement to direct the vote for the election of directors
and as to which shares he disclaims beneficial ownership.***
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(13) Percent of Class Represented by Amount in Row (11)
65.3%
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(14) Type of Reporting Person (See Instructions)
IN
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***See Item 5 and Schedule C for further explanation.
Page 3 of 49 pages
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CUSIP No.:006848 10 5
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Michael J. Rigas (SS# ###-##-####)
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(2) Check the Appropriate Box if a Member of a Group (a) /X/**
(b) / /
**Solely with respect to voting for the election
of directors. See Item 5 for further explanation.
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
PF/00
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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 of Organization
United States of America
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares Bene- 0 -- for election of directors only.
ficially 1,818,221 -- for all other voting purposes (see Item 5).
Owned by
Each Report-(8) Shared Voting Power
ing Person 7,942,074 -- for election of directors only.
With 6,123,853 -- for all other voting purposes (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
6,870,553
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,688,774 (which includes 97,949 shares beneficially owned by
Dorellenic and 4,374,453 shares beneficially owned by Highland
Holdings, each a general partnership in which Michael J. Rigas
is a general partner, and 1,458,151 shares beneficially owned by
Syracuse Hilton Head Holdings, L.P., a limited partnership).***
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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)
56.3%
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(14) Type of Reporting Person (See Instructions)
IN
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***See Item 5 and Schedule C for further explanation.
Page 4 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Timothy J. Rigas (SS# ###-##-####)
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(2) Check the Appropriate Box if a Member of a Group (a) /X/**
(b) / /
**Solely with respect to voting for the election
of directors. See Item 5 for further explanation.
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
PF/00
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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 of Organization
United States of America
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares Bene- 0 -- for election of directors only.
ficially 1,818,221 -- for all other voting purposes (see Item 5).
Owned by
Each Report-(8) Shared Voting Power
ing Person 7,942,074 -- for election of directors only.
With 6,123,853 -- for all other voting purposes (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
6,870,553
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,688,774 (which includes 97,949 shares beneficially owned by
Dorellenic and 4,374,453 shares beneficially owned by Highland
Holdings, each a general partnership in which Timothy J. Rigas
is a general partner, and 1,458,151 shares beneficially owned by
Syracuse Hilton Head Holdings, L.P., a limited partnership).***
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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)
56.3%
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(14) Type of Reporting Person (See Instructions)
IN
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***See Item 5 and Schedule C for further explanation.
Page 5 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
James P. Rigas (SS# ###-##-####)
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(2) Check the Appropriate Box if a Member of a Group (a) /X/**
(b) / /
**Solely with respect to voting for the election
of directors. See Item 5 for further explanation.
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(3) SEC Use Only
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(4) Source of Funds
PF/00
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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 of Organization
United States of America
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Number of (7) Sole Voting Power
Shares Bene- 0 -- for election of directors only.
ficially 1,053,685 -- for all other voting purposes (see Item 5).
Owned by
Each Report-(8) Shared Voting Power
ing Person 7,177,538 -- for election of directors only.
With 6,123,853 -- for all other voting purposes (see Item 5).
(9) Sole Dispositive Power
1,053,685
(10) Shared Dispositive Power
6,870,553
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,924,238 (which includes 97,949 shares beneficially owned by
Dorellenic and 4,374,453 shares beneficially owned by Highland
Holdings, each a general partnership in which James P. Rigas is
a general partner, and 1,458,151 shares beneficially owned by
Syracuse Hilton Head Holdings, L.P., a limited partnership).***
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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)
54.1%
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(14) Type of Reporting Person (See Instructions)
IN
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***See Item 5 and Schedule C for further explanation.
Page 6 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Ellen K. Rigas (SS# ###-##-####)
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(2) Check the Appropriate Box if a Member of a Group (a) /X/**
(b) / /
**Solely with respect to voting for the election
of directors. See Item 5 for further explanation.
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(3) SEC Use Only
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(4) Source of Funds
PF/00
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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 of Organization
United States of America
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Number of (7) Sole Voting Power
Shares Bene- 0 -- for election of directors only.
ficially 275,413 -- for all other voting purposes (see Item 5).
Owned by
Each Report-(8) Shared Voting Power
ing Person 4,747,815 -- for election of directors only.
With 4,472,402 -- for all other voting purposes (see Item 5).
(9) Sole Dispositive Power
275,413
(10) Shared Dispositive Power
4,472,402
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,815 (which includes 97,949 shares beneficially owned by
Dorellenic and 4,374,453 shares beneficially owned by Highland
Holdings, each a general partnership in which Ellen K. Rigas
is a general partner).
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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)
34.2%
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(14) Type of Reporting Person (See Instructions)
IN
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Page 7 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Ionian Communications, L.P.
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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
BK
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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 of Organization
State of Delaware
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Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 940,000
Owned by
Each Report- (9) Sole Dispositive Power 0
ing Person
With (10) Shared Dispositive Power 940,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
940,000
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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)
7.0%
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(14) Type of Reporting Person (See Instructions)
PN
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Page 8 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Daniel R. Milliard (SS# ###-##-####)
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(2) Check the Appropriate Box if a Member of a Group (a) /X/**
(b) / /
**Solely with respect to voting for the election
of directors. See Item 5 for further explanation.
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds
PF/00
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0 Shares
Shares Bene-
ficially (8) Shared Voting Power 4,375,453 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0 Shares
ing Person
With (10) Shared Dispositive Power 4,375,453 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,375,453 (which includes 4,374,453 shares beneficially owned by
Highland Holdings, a general partnership in which Daniel R.
Milliard is a general partner).***
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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)
32.4%
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(14) Type of Reporting Person (See Instructions)
IN
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***See Item 5 and Schedule C for further explanation.
Page 9 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Syracuse Hilton Head Holdings, L.P.
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds
AF/00
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Delaware
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Number of (7) Sole Voting Power 0 Shares
Shares Bene-
ficially (8) Shared Voting Power 1,458,151 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0 Shares
ing Person
With (10) Shared Dispositive Power 1,458,151 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,151
- --------------------------------------------------------------------------------
(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)
10.8%
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(14) Type of Reporting Person (See Instructions)
PN
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Page 10 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Doris Holdings, L.P.
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds
PF/AF/00
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Delaware
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Number of (7) Sole Voting Power 0 Shares
Shares Bene-
ficially (8) Shared Voting Power 1,458,151 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0 Shares
ing Person
With (10) Shared Dispositive Power 1,458,151 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,151
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
10.8%
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(14) Type of Reporting Person (See Instructions)
PN
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Page 11 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Eleni Acquisition, Inc.
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
AF/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
State of Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0 Shares
Shares Bene-
ficially (8) Shared Voting Power 1,458,151 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0 Shares
ing Person
With (10) Shared Dispositive Power 1,458,151 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,151
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
10.8%
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(14) Type of Reporting Person (See Instructions)
CO
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Page 12 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Highland Holdings
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
PF/AF/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
Commonwealth of Pennsylvania
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0 Shares
Shares Bene-
ficially (8) Shared Voting Power 4,374,453 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0 Shares
ing Person
With (10) Shared Dispositive Power 4,374,453 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,374,453
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
32.4%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
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Page 13 of 49 pages
<PAGE>
CUSIP No.:006848 10 5
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Iliad Holdings, Inc.
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
BK
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0 Shares
Shares Bene-
ficially (8) Shared Voting Power 940,000 Shares
Owned by
Each Report-(9) Sole Dispositive Power 0 Shares
ing Person
With (10) Shared Dispositive Power 940,000 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
940,000
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 14 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
This Schedule 13D Amendment No. 4 ("Amendment No. 4") relates to the
Class A Common Stock, par value $.01 per share, of Adelphia Communications
Corporation, a Delaware corporation (the "Company"). This Amendment No. 4
amends the Schedule 13D previously filed with the Commission on May 27, 1988
(the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D
previously filed with the Commission on December 12, 1990 ("Amendment No. 1"),
Amendment No. 2 thereto filed with the Commission on June 3, 1992 ("Amendment
No. 2"), Amendment No. 3 thereto filed with the Commission on July 1, 1993
("Amendment No. 3" and, collectively with the Original Schedule 13D and Amend-
ments Nos. 1 and 2, the "Schedule 13D Filings") by the Limited Purpose Group
and by John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas,
Ellen K. Rigas and Ionian Communications, L.P.
Pursuant to Section 232.101 of Regulation S-T, which provides that an
amendment to a paper format Schedule 13D filed with respect to a registrant
that has become subject to mandated electronic filing shall be in electronic
format and the first such amendment shall restate the entire text of the
Schedule 13D, this Amendment No. 4 restates the Schedule 13D as of the dates
set forth on the respective signature pages below. Because previously filed
paper exhibits to Schedule 13D are not required to be restated electronically,
previously filed exhibits to this Schedule 13D are not being refiled with this
Amendment No. 4.
The descriptions contained in this Amendment No. 4 of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, which have been filed as
exhibits to the Schedule 13D, as amended hereby, and incorporated by reference
herein.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value $.01 per
share, of Adelphia Communications Corporation, whose principal executive
offices are located at 5 West Third Street, Coudersport, Pennsylvania 16915.
As of the date of the Original Schedule 13D, none of the persons listed in
Schedule A annexed hereto nor Dorellenic, a partnership whose general partners
are all of the persons listed on Schedule A except Daniel R. Milliard, owned
any shares of Class A Common Stock of the Company but were deemed to
beneficially own such shares due to their ownership of shares of Class B
Common Stock of the Company as reported on the Original Schedule 13D, which
shares are convertible into shares of Class A Common Stock on a one-to-one
basis. Subsequent to the date of the Original Schedule 13D, all of the
persons listed on Schedule A annexed hereto have purchased shares of Class A
Common Stock. The Class A Common Stock is registered under the Securities
Exchange Act of 1934 while the Class B Common Stock has not been so
registered.
ITEM 2. IDENTITY AND BACKGROUND
Ionian Communications, L.P. ("Ionian") is a Delaware limited
partnership. The sole general partner of Ionian is Iliad Holdings, Inc., a
Delaware corporation ("Iliad"). All of the individuals who are the executive
officers, directors and controlling persons of Iliad are listed in Schedule A
hereto. The
Page 15 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
principal business of each of Ionian and Iliad is the ownership, operation,
management and acquisition of and investment in cable television systems and
matters incidental or related thereto. The principal business and office
address of each of Ionian and Iliad is 5 West Third Street, Coudersport,
Pennsylvania 16915.
Syracuse Hilton Head Holdings, L.P. ("SHHH") is a Delaware limited
partnership. The sole general partner of SHHH is Doris Holdings, L.P.
("Doris"), a Delaware limited partnership whose general partner is Eleni
Acquisition, Inc. ("Eleni"). All of the individuals who are the executive
officers, directors and controlling persons of Eleni are listed in Schedule A
hereto. The principal business of each of SHHH, Doris and Eleni is the
ownership, operation, management and acquisition of and investment in cable
television systems and matters incidental or related thereto. The principal
business and office address of each of SHHH, Doris and Eleni is 5 West Third
Street, Coudersport, Pennsylvania 16915.
Highland Holdings ("Highland") is a Pennsylvania general partnership.
All of the individuals who are the general partners of Highland include John
J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Ellen K. Rigas
and Daniel R. Milliard, each of which is listed on Schedule A hereto. The
principal business of Highland Holdings is the ownership, operation,
management and acquisition of and investment in cable television systems and
matters incidental or related thereto. The principal business and office
address of Highland Holdings is 5 West Third Street, Coudersport, Pennsylvania
16915.
(a) See Schedule A attached hereto for each other person filing
this Amendment No. 4.
(b) See Schedule A for the residence or business address of each
other person filing this Amendment No. 4.
(c) See Schedule A for the principal occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted for each other person
filing this Amendment No. 4.
(d) During the last five years, neither any person listed in
Schedule A, SHHH, Doris, Eleni, Highland, Ionian nor Iliad has been convicted
in any criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, neither any person listed in
Schedule A, SHHH, Doris, Eleni, Highland, Ionian nor Iliad has been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he, she or it 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.
(f) Each of the persons listed in Schedule A is a citizen of the
United States of America.
Page 16 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On January 14, 1994, Highland and SHHH purchased 4,374,453 and
1,458,151 shares of Class A Common Stock, respectively, from the Company in a
public offering pursuant to a registration statement that had been declared
effective by the Commission. The purchase price for the shares sold to
Highland was $75,000,000, which was paid to the Company in cash and was
provided by $30,000,000 in margin loans from Salomon Brothers Inc to Highland,
capital contributions to Highland from its partners, and the remainder in
loans from a subsidiary, Highland Video Associates, L.P., to Highland. The
purchase price for the shares sold to SHHH was $25,000,000, which was paid to
the Company in cash and was provided by a $15,000,000 loan from Doris to SHHH
and a $10,000,000 margin loan from Salomon Brothers Inc to SHHH. See Item 6
for a description of the pledge of the shares acquired by Highland and SHHH.
(b) On June 11, 1993, pursuant to a Stock Purchase Agreement of
even date, John J. Rigas (including, with respect to 106,505 of his shares,
Doris N. Rigas, his wife, as joint owner) sold 360,100 shares of Class A
Common Stock, and each of Michael J. Rigas, Timothy J. Rigas and James P.
Rigas sold 193,300 shares of Class A Common Stock (for a total of 940,000
shares of Class A Common Stock, hereinafter referred to collectively as the
"Subject Shares"), to SHHH, in exchange for $12,500,000 in 9% purchase money
demand notes. Simultaneous with the consummation of such transaction, SHHH
transferred the Subject Shares to Ionian, which is also an affiliate of the
Rigas family, in exchange for $12,500,000 cash (the "Cash Consideration").
The Cash Consideration was borrowed by Ionian from a group of banks (the
"Lender Banks"). The Subject Shares have been pledged by Ionian pursuant to a
pledge agreement between the Agent for the Lender Banks and Ionian.
In connection with such transactions, John J. Rigas (including, with
respect to 106,505 of his shares, Doris N. Rigas, his wife, as joint owner),
Michael J. Rigas, Timothy J. Rigas and James P. Rigas (the "Sellers"), SHHH and
Ionian entered into a Stock Transfer and Proxy Agreement, a copy of which was
filed as an exhibit to Amendment No. 3 and is incorporated herein by reference
(the "Proxy Agreement"). See Item 6 of this Amendment No. 4 for a description
of certain terms of the Proxy Agreement.
(c) Schedule B annexed hereto sets forth certain acquisitions of
Class A Common Stock including those made by the persons listed on Schedule A
since the filing of Amendment No. 3. These acquisitions were made on an
individual basis for investment purposes in over-the-counter open market
transactions. The source of the purchase price paid for each of these
acquisitions was the respective personal funds of each of such persons.
Schedule B hereto lists the date, number of shares and purchase price of the
Class A Common Stock purchased by each of such persons subsequent to the date
of the Original Schedule 13D, including purchases since the date of Amendment
No. 3.
The aggregate beneficial ownership of Class A Common Stock for each
person filing this Amendment No. 4 as set forth on the various cover pages
hereto and as set forth in Schedule C annexed hereto also includes shares of
Class A and
Page 17 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
Class B Common Stock held by such persons prior to the above-referenced acqui-
sitions. Such holdings were previously reported in the Schedule 13D Filings
and on a Schedule 13G (the "Schedule 13G") filed with the Commission on
February 16, 1988.
ITEM 4. PURPOSE OF TRANSACTION
Highland and SHHH acquired their respective shares in January 1994 for
investment purposes and such shares form part of the Rigas family holdings of
Common Stock of the Company. Doris, the general partner of SHHH, and Eleni,
the general partner of Doris, are also filing persons with respect to the same
1,458,151 shares of Class A Common Stock acquired by SHHH. The general
partners of Highland were filing persons prior to this Amendment No. 4.
Ionian acquired the Subject Shares for investment purposes, as part of
a partial restructuring of the Rigas family holdings of Class A Common Stock.
See also Item 6 with respect to the rights of the various parties with respect
to the Subject Shares. Iliad Holdings, the general partner of Ionian, is also
a filing person with respect to the Subject Shares.
The other shares of Class A Common Stock listed in Schedule B hereto
were acquired by the persons listed in Schedule A hereto subsequent to the
filing of the Original Schedule 13D in over-the-counter open market
transactions and, with respect to the May 14, 1992 acquisitions, directly from
the Company, by the persons listed in Schedule A hereto on an individual basis
for investment purposes.
The persons listed in Schedule A hereto (excluding Ellen K. Rigas),
both prior to and after the above-referenced acquisitions, served and continue
to serve as directors and officers of the Company and in such capacities are
involved generally in the Company's management, business and operations. The
persons listed in Schedule A hereto, in their capacities as Class A and Class B
stockholders, currently have the power to elect all seven of the seven members
of the Company's Board of Directors pursuant to the Company's Certificate of
Incorporation and the Stockholders' Agreement referenced in Items 6 and 7
herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the persons listed in Schedule A hereto owns shares of
Class A Common Stock (other than James P. Rigas) and shares of Class B Common
Stock (other than Daniel R. Milliard) of the Company. Ionian (and Iliad),
SHHH (and Doris and Eleni) and Highland own only shares of Class A Common
Stock. The Class B Common Stock owned by the persons on Schedule A is
convertible into shares of Class A Common Stock on a one-to-one basis and is
therefore treated for purposes of this statement as beneficial ownership of
shares of Class A Common Stock. Schedule C hereto sets forth, with respect to
the Limited Purpose Group, each person listed in Schedule A, and Ionian (and
Iliad), SHHH (and Doris and Eleni) and Highland, the aggregate number of
shares of Class A Common Stock, and the percentage of outstanding Class A
Common Stock, which may be deemed to be beneficially owned by the Limited
Purpose Group, each such person (in each
Page 18 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
case assuming that such person alone converts all of his or her shares of
Class B Common Stock into shares of Class A Common Stock) and each such entity,
as of the close of business on January 28, 1994. Each person listed in
Schedule A disclaims beneficial ownership of shares of Class A and Class B
Common Stock owned directly by other persons listed in Schedule A.
(b) Schedule C sets forth with respect to each person listed in
Schedule A and Ionian (and Iliad), SHHH (and Doris and Eleni) and Highland the
number of shares of Class A Common Stock which may be deemed to be
beneficially owned by such persons as to which each person has (i) the sole
power to vote or to direct the vote; (ii) shared power to vote or to direct
the vote; (iii) sole power to dispose or to direct the disposition; and (iv)
shared power to dispose or to direct the disposition. The right of each
person listed in Schedule A to dispose of any shares of Common Stock (as
defined in Item 6 below) is subject to certain provisions of the Stockholders'
Agreement as discussed in the third paragraph of Item 6 below and the fourth
paragraph of Schedule C hereto. The right of Ionian to vote or dispose of any
shares is subject to the Proxy Agreement described in Item 6 below and
Schedule C hereto.
(c) Except as set forth in Item 3 and Schedule B hereto which are
incorporated herein by reference, no person listed in Schedule A has effected
any transaction in the Class A or Class B Common Stock during the past sixty
(60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Each of the individuals listed in Schedule A, as well as Dorellenic, a
Pennsylvania general partnership, is a party to a Stockholders' Agreement, as
amended, wherein they have agreed that so long as they are the holders and
beneficial owners in the aggregate of not less than 25% of the combined
voting power of the issued and outstanding Common Stock, they shall vote their
shares of Common Stock for the election of the directors designated by a
majority of the voting power of the shares of Common Stock owned by them as a
group. "Common Stock" is defined in the Stockholders' Agreement to include
the Class A Common Stock and the Class B Common Stock and any class or series
of any class of capital stock into which such shares shall be converted, and
any other class or series of any class of capital stock of the Company which
has voting power of any nature. Accordingly, the members of the Limited
Purpose Group identified in Schedule A are acting as a group only with respect
to voting for the election of directors and not for the purpose of acquiring,
disposing or otherwise voting such securities.
Page 19 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
Since John J. Rigas has a majority of the voting power of the shares of
Common Stock owned collectively by the Limited Purpose Group, he has the right
by agreement to direct the vote of the shares of the other members of the
Limited Purpose Group but only with respect to the election of directors, and
he has the right to consent to a sale of shares held by the other members of
the Limited Purpose Group as described below.
The right of a party to the Stockholders' Agreement to dispose of
shares of Common Stock listed in Item 5(b) and in Schedule C hereto, in the
absence of the consent of the holders of a majority of the voting power of the
shares of Common Stock owned by the parties to the Stockholders' Agreement as
a group, generally is subject to the pro rata right of first refusal of the
other parties to the Stockholders' Agreement in the event of a contemplated
Public Sale (as defined in the Stockholders' Agreement) and to a right of
first refusal in the Company and the other parties to the Stockholders'
Agreement in the event of a contemplated Private Sale (as defined in the
Stockholders' Agreement) of any shares of Common Stock by any party thereto.
The Stockholders' Agreement also requires in certain circumstances that a
decedent's stockholder's estate offer to sell shares of Common Stock in such
estate to the other surviving stockholders.
Dorellenic itself is not included in the Schedule 13D Filings or this
Amendment No. 4 as a member of the Limited Purpose Group since its share owner-
ship is set forth as being beneficially owned by each of its general partners
who are themselves members of the Limited Purpose Group and are reporting such
ownership hereby.
Ionian has pledged the Subject Shares to the Agent for the benefit of
the Lender Banks. Pursuant to this pledge agreement, the Agent has certain
rights, upon default and after notice and opportunity to cure, to vote the
Subject Shares, and to foreclose on such collateral and, pursuant thereto, to
take possession of, to vote or to dispose of the Subject Shares.
Pursuant to the Proxy Agreement, Ionian has agreed not to pledge,
encumber, sell, transfer, dispose of or otherwise assign, by operation of law
or otherwise, any of the Subject Shares without the express written consent
of each of the Sellers, except pursuant to the pledge agreement with the Agent
discussed in the preceding paragraph and as otherwise provided therein. In
addition, the Sellers have certain rights of first refusal over the Subject
Shares, and each of the Sellers has the right to vote the respective Subject
Shares transferred by such Seller pursuant to an irrevocable proxy. The
irrevocable proxy is subject to certain rights of the Agent pursuant to the
pledge agreement discussed above. Finally, under certain conditions, the
Proxy Agreement requires Ionian to sell to the Sellers the Subject Shares, and
requires the Sellers to purchase the same, at certain applicable prices as set
forth therein. Such purchase and sale are subject to the further condition
that the Agent releases the Subject Shares from the pledge agreement between
Ionian and the Agent.
Highland and SHHH have each pledged their 4,374,453 and 1,458,151
respective shares of Class A Common Stock to Salomon Brothers Inc ("Pledgee")
as collateral for margin loans described in Item 3 hereof. Such margin loans
are
Page 20 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
also co-signed by John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James
P. Rigas. Pursuant to such margin loans and related pledge documentation, the
Pledgee has certain rights, upon default and after notice and opportunity to
cure, to vote the pledged shares and to foreclose on such collateral and,
pursuant thereto, to take possession of, to vote or to dispose of pledged
shares to satisfy amounts outstanding under the respective margin loans. For
these purposes, the Pledgee's rights to sell pledged shares include the right
to do so upon the failure to maintain any required collateral value for such
margin loans. The Company has agreed to maintain an effective shelf
registration statement covering the potential resale of any such pledged
shares for so long as any such margin loans remain outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Class B Common Stockholders' Agreement. (Previously filed as
Exhibit 2 to the Original Schedule 13D and incorporated herein by
reference.)
2. Power of Attorney by John J. Rigas dated December 10, 1990. (Pre-
viously filed as Exhibit 2 to Amendment No. 1 and incorporated herein
by reference.)
3. Power of Attorney by Michael J. Rigas dated December 10, 1990. (Pre-
viously filed as Exhibit 3 to Amendment No. 1 and incorporated herein
by reference.)
4. Power of Attorney by Timothy J. Rigas dated December 10, 1990. (Pre-
viously filed as Exhibit 4 to Amendment No. 1 and incorporated herein
by reference.)
5. Power of Attorney by James P. Rigas dated December 10, 1990. (Pre-
viously filed as Exhibit 5 to Amendment No. 1 and incorporated herein
by reference.)
6. Power of Attorney by Daniel R. Milliard dated December 10, 1990.
(Previously filed as Exhibit 6 to Amendment No. 1 and incorporated
herein by reference.)
7. Power of Attorney by Ellen K. Rigas dated December 10, 1990. (Pre-
viously filed as Exhibit 7 to Amendment No. 1 and incorporated herein
by reference.)
8. Stock Transfer and Proxy Agreement, dated as of June 11, 1993, by and
among John J. Rigas, Doris N. Rigas, Michael J. Rigas, Timothy J.
Rigas, James P. Rigas, SHHH and Ionian. (Previously filed as an
Exhibit 8 to Amendment No. 3 and incorporated herein by reference.)
Page 21 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
-------------------------------------
Date
/s/ Michael J. Rigas
-------------------------------------
Signature
John J. Rigas, individually and as a
member of the Limited Purpose Group by
Michael J. Rigas, Attorney-in-Fact
-------------------------------------
Name/Title
Page 22 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
-------------------------------------
Date
/s/ Michael J. Rigas
-------------------------------------
Signature
Michael J. Rigas, individually and as a
member of the Limited Purpose Group
-------------------------------------
Name/Title
Page 23 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
-------------------------------------
Date
/s/ Michael J. Rigas
-------------------------------------
Signature
Timothy J. Rigas, individually and as a
member of the Limited Purpose Group by
Michael J. Rigas, Attorney-in-Fact
-------------------------------------
Name/Title
Page 24 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
-------------------------------------
Date
/s/ Michael J. Rigas
-------------------------------------
Signature
James P. Rigas, individually and as a
member of the Limited Purpose Group by
Michael J. Rigas, Attorney-in-Fact
-------------------------------------
Name/Title
Page 25 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
-------------------------------------
Date
/s/ Michael J. Rigas
-------------------------------------
Signature
Ellen K. Rigas, individually and as a
member of the Limited Purpose Group by
Michael J. Rigas, Attorney-in-Fact
-------------------------------------
Name/Title
Page 26 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
-------------------------------------
Date
/s/ Michael J. Rigas
-------------------------------------
Signature
Daniel R. Milliard, individually and
as a member of the Limited Purpose
Group by
Michael J. Rigas, Attorney-in-Fact
-------------------------------------
Name/Title
Page 27 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
----------------------------------------
Date
IONIAN COMMUNICATIONS, L.P.
By: Iliad Holdings, Inc., General Partner
By: /s/ Michael J. Rigas
----------------------------------------
Signature
Michael J. Rigas, Vice President
----------------------------------------
Name/Title
Page 28 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
----------------------------------------
Date
ILIAD HOLDINGS, INC.
By: /s/ Michael J. Rigas
----------------------------------------
Signature
Michael J. Rigas, Vice President
----------------------------------------
Name/Title
Page 29 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
----------------------------------------
Date
SYRACUSE HILTON HEAD HOLDINGS, L.P.
By: Doris Holdings, L.P., General Partner
By: Eleni Acquisition, Inc., General Partner
By: /s/ Michael J. Rigas
----------------------------------------
Signature
Michael J. Rigas, Vice President
----------------------------------------
Name/Title
Page 30 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
------------------------------------------
Date
DORIS HOLDINGS, L.P.
By: Eleni Acquisition, Inc., General Partner
By: /s/ Michael J. Rigas
------------------------------------------
Signature
Michael J. Rigas, Vice President
------------------------------------------
Name/Title
Page 31 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
------------------------------------------
Date
ELENI ACQUISITION, INC.
By: /s/ Michael J. Rigas
------------------------------------------
Signature
Michael J. Rigas, Vice President
------------------------------------------
Name/Title
Page 32 of 49 pages
<PAGE>
CUSIP No. 006848 10 5 13D
(Amendment No. 4)
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.
January 28, 1994
------------------------------------------
Date
HIGHLAND HOLDINGS
By: /s/ Michael J. Rigas
------------------------------------------
Signature
Michael J. Rigas, General Partner
------------------------------------------
Name/Title
Page 33 of 49 pages
<PAGE>
SCHEDULE A
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
SCHEDULE A
Page 34 of 49 pages
<PAGE>
Schedule A
to
CUSIP No. 006848 10 5 Schedule 13D
(Amendment No. 4)
Principal Occupation
or Employment
and Principal
Name and Business Address Business and Address
- ------------------------- --------------------
John J. Rigas Chairman, Chief Executive Officer and
5 West Third Street President
Coudersport, Pennsylvania 16915 Adelphia Communications Corporation
5 West Third Street
Coudersport, Pennsylvania 16915
Michael J. Rigas Senior Vice President
5 West Third Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 5 West Third Street
Coudersport, Pennsylvania 16915
Timothy J. Rigas Senior Vice President, Chief Financial
5 West Third Street Officer and Treasurer
Coudersport, Pennsylvania 16915 Adelphia Communications Corporation
5 West Third Street
Coudersport, Pennsylvania 16915
James P. Rigas Vice President
5 West Third Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 5 West Third Street
Coudersport, Pennsylvania 16915
Ellen K. Rigas Self-employed
5 West Third Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 5 West Third Street
Coudersport, Pennsylvania 16915
Daniel R. Milliard Vice President and Secretary
5 West Third Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 5 West Third Street
Coudersport, Pennsylvania 16915
Page 35 of 49 pages
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
SCHEDULE B
Page 36 of 49 pages
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
Name: John J. Rigas
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
2/8/90 2,000 $22.00 $44,000
2/27/90 2,000 20.50 41,000
3/14/90 3,000 17.50 52,500
4/3/90 2,500 13.75 34,375
4/4/90 7,500 13.75 103,125
4/4/90 17,000 13.50 229,500
4/4/90 10,000 13.625 136,250
6/18/90 2,000 13.00 26,000
6/20/90 3,000 13.00 39,000
7/27/90 1,000 12.50 12,500
7/31/90 5,000 11.50 57,500
8/7/90 2,000 10.50 21,000
8/9/90 3,000 11.25 33,750
8/16/90 2,500 10.75 26,875
8/17/90 2,500 10.75 26,875
8/21/90 2,500 10.25 25,625
8/23/90 5,000 9.50 47,500
8/27/90 3,000 10.00 30,000
8/28/90 2,000 10.50 21,000
9/26/90 5,000 9.50 47,500
9/27/90 2,500 9.50 23,750
10/3/90 3,000 8.75 26,250
10/10/90 8,000 7.75 62,000
10/12/90 5,000 6.75 33,750
10/15/90 5,000 6.75 33,750
10/22/90 5,000 6.50 32,500
10/23/90 5,000 6.25 31,250
11/2/90 2,000 5.875 11,750
11/6/90 3,000 5.83 17,490
11/8/90 5,000 4.83 24,150
11/13/90 5,000 5.33 26,650
3/27/91 6,000 9.00 54,000
4/25/91 5,000 11.25 56,250
5/2/91 1,000 11.25 11,250
5/16/91 1,000 12.00 12,000
5/20/91 3,000 13.00 39,000
6/6/91 5,000 13.25 66,250
7/18/91 1,000 14.875 14,875
7/19/91 3,000 14.875 44,625
7/25/91 7 15.00 105
9/17/91 1,000 11.75 11,750
9/17/91 2,000 12.00 24,000
9/19/91 (7) Gift (105)
10/15/91 300 20.00 6,000
10/16/91 500 17.00 8,500
10/16/91 6,500 18.25 118,625
</TABLE>
Page 37 of 49 pages
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
Name: John J. Rigas (Continued)
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
4/16/92 100 16.75 1,675
4/22/92 400 16.75 6,700
5/14/92 187,500 15.00 2,812,500
12/15/92 1,500 15.00 22,500
1/19/93 2,700 18.25 49,275
2/19/93 2,500 18.00 45,000
5/27/93 2,000 14.75 29,500
6/3/93 1,000 16.25 16,250
6/10/93 2,000 15.25 30,500
6/11/93 (360,100) 13.298 (4,788,563)
6/23/93 1,500 14.00 21,000
6/24/93 500 14.00 7,000
7/16/93 700 15.25 10,675
7/30/93 700 15.00 10,500
-----
TOTAL 9,300
=====
</TABLE>
Name: Michael J. Rigas
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
3/13/90 500 $17.25 $ 8,625
8/28/90 4,000 11.00 44,000
8/8/91 1,000 11.50 11,500
4/16/92 100 16.75 1,675
4/23/92 400 16.75 6,700
5/14/92 187,500 15.00 2,812,500
6/11/93 (193,300) 13.298 (2,570,479)
--------
200
===
</TABLE>
Name: Timothy J. Rigas
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
3/14/90 500 $17.50 $ 8,750
8/28/90 900 10.50 9,450
8/28/90 1,000 10.75 10,750
8/28/90 2,100 11.00 23,100
8/8/91 1,000 11.50 11,500
4/16/92 100 16.75 1,675
4/23/92 400 16.75 6,700
5/14/92 187,500 15.00 2,812,500
6/11/93 (193,300) 13.298 (2,570,479)
---------
200
===
</TABLE>
Page 38 of 49 pages
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
Name: James P. Rigas
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
3/13/90 500 $17.25 $ 8,625
8/28/90 4,000 11.00 44,000
8/8/91 1,000 11.50 11,500
4/16/92 100 16.75 1,675
4/27/92 200 17.25 3,450
5/14/92 187,500 15.00 2,812,500
6/11/93 (193,300) 13.298 (2,570,479)
---------
-0-
===
</TABLE>
Name: Ellen K. Rigas
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
3/20/90 500 $17.25 $ 8,625
8/8/91 1,000 11.50 11,500
4/16/92 100 16.75 1,675
-----
1,600
=====
</TABLE>
Name: Daniel R. Milliard
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
8/23/90 700* $9.00 $6,300
8/23/90 300** 9.00 2,700
---
1,000
=====
</TABLE>
- ----------------------
*All of these shares are held by Daniel R. Milliard jointly with his spouse.
**These shares were purchased by and are held of record by Daniel R. Milliard's
spouse as trustee for Daniel R. Milliard's children. The Limited Purpose
Group and Daniel R. Milliard disclaim beneficial ownership of these shares.
Page 39 of 49 pages
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
Name: Ionian Communications, L.P. (also Iliad Holdings, Inc., general partner)
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
6/11/93 940,000 $13.298 $12,500,000
=======
</TABLE>
Name: Highland Holdings
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
1/14/94 4,374,453 $17.145 $75,000,000
=========
</TABLE>
Name: Syracuse Hilton Head Holdings, L.P. (also Doris Holdings, L.P., general
partner and Eleni Acquisition, Inc., general partner of Doris)
<TABLE>
<CAPTION>
Amount of Class A
Date of Common Stock Acquired Price Aggregate
Acquisition (Disposed of) Per Share Purchase Price
------------ ------------- --------- --------------
<S> <C> <C> <C>
1/14/94 1,458,151 $17.145 $25,000,000
==========
</TABLE>
Page 40 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
SCHEDULE C
Page 41 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
1. AMOUNT BENEFICIALLY OWNED
LIMITED PURPOSE GROUP. The Limited Purpose Group is deemed to
beneficially own 17,631,448 shares of the Class A Common Stock of the Company,
which number includes 97,949 shares of Class A Common Stock beneficially owned
by Dorellenic, a general partnership in which each of the members of the
Limited Purpose Group except Daniel R. Milliard are the sole general partners,
and 4,374,453 shares of Class A Common Stock beneficially owned by Highland, a
general partnership in which each of the members of the Limited Purpose Group
are the sole general partners. This number also includes 700 shares of Class
A Common Stock beneficially owned by Daniel R. Milliard jointly with his
spouse and 300 shares of Class A Common Stock held of record by Daniel R.
Milliard's spouse as trustee for Daniel R. Milliard's children. The shares
held jointly or individually by Daniel R. Milliard's spouse are deemed to be
beneficially owned by Daniel R. Milliard and are therefore included in the
shares deemed beneficially owned by the Limited Purpose Group for purposes of
this statement. Further, to the extent that the shares deemed beneficially
owned by the other members of the Limited Purpose Group are deemed
beneficially owned by John J. Rigas as discussed below, the shares that are
held by Daniel R. Milliard's spouse individually and jointly with her husband
are included in the shares deemed beneficially held by John J. Rigas for
purposes of this statement. The Limited Purpose Group and each member of the
Limited Purpose Group disclaims beneficial ownership of the shares of Class A
Common Stock held of record by Daniel R. Milliard's spouse, as trustee for
Daniel R. Milliard's children. In addition, each member of the Limited
Purpose Group disclaims beneficial ownership of the shares of Class A and
Class B Common Stock directly held by other members of the Limited Purpose
Group or into which the shares of Class B Common Stock directly held by the
other members of the Limited Purpose Group are convertible.
Each member of the Limited Purpose Group, as well as Dorellenic, is a
party to a Stockholders' Agreement wherein they agreed that so long as they
are the holders and beneficial owners in the aggregate of not less than 25% of
the combined voting power of the issued and outstanding Common Stock, they
shall vote their shares of Common Stock for the election of the directors
designated by a majority of the voting power of the shares of Common Stock
owned by them as a group. "Common Stock" is defined in the Stockholders'
Agreement to include the Class A Common Stock and the Class B Common Stock and
any class or series of any class of capital stock into which such shares shall
be converted, and any other class or series of any class of capital stock of
Issuer which has voting power of any nature. Accordingly, the members of the
Limited Purpose Group are acting as a group only with respect to voting for
the election of directors and not for the purpose of acquiring, disposing or
otherwise voting such securities.
Since John J. Rigas has a majority of the voting power of the shares of
Common Stock owned collectively by the Limited Purpose Group, he has the right
by agreement to direct the vote of the shares held by the other members of the
Limited Purpose Group but only with respect to the election of directors, and
he has the right to consent to a sale of such shares by other members of the
Limited Purpose Group.
Page 42 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
The right of a party to the Stockholders' Agreement to dispose of
shares of Common Stock listed in Item 5(b) and this Schedule C, in the absence
of the consent of the holders of a majority of the voting power of the shares
of Common Stock owned by the parties to the Stockholders' Agreement as a
group, generally is subject to the pro rata right of first refusal of the
other parties to the Stockholders' Agreement in the event of a contemplated
Public Sale (as defined in the Stockholders' Agreement) and to a right of
first refusal in the Company and the other parties to the Stockholders'
Agreement in the event of a contemplated Private Sale (as defined in the
Stockholders' Agreement) of any shares of Common Stock by any party thereto.
The Stockholders' Agreement also mandates in certain circumstances that a
decedent stockholder's estate offer to sell shares of Common Stock in such
estate to the other surviving stockholders.
Neither Dorellenic nor Highland is included in the Schedule 13D Filings
or this Amendment No. 4 as a member of the Limited Purpose Group since their
respective share ownership is set forth as being beneficially owned by each of
its general partners who are themselves members of the Limited Purpose Group
and are reporting such ownership hereby.
Each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P.
Rigas (the "Sellers") is a party to the Proxy Agreement with Ionian, which
gives each of the Sellers voting rights over certain of the 940,000 shares of
Class A Common Stock held by Ionian and certain rights of first refusal over
all such shares. Accordingly, shares held by Ionian over which each Seller
has voting rights are reported as shares as to which such person shares voting
rights with Ionian and each Seller reports shared dispositive power over the
shares held by Ionian pursuant to the right of first refusal and the
requirement of Sellers' consent to any other sale by Ionian. The Limited
Purpose Group reports shared voting power over the shares held by Ionian.
John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas
are shareholders, directors and officers of Eleni Acquisition, Inc., the
general partner of Doris, which is the general partner of SHHH. As such, they
share voting and investment control over the 1,458,151 shares of Class A
Common Stock held by SHHH. Accordingly, the shares held by SHHH are reported
as shares as to which such individuals and the Limited Purpose Group share
voting power.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING PERSONS. John
J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Ellen K. Rigas
and Daniel R. Milliard are deemed to beneficially own 12,664,908, 8,688,774,
8,688,774, 7,924,238, 4,747,815 and 4,375,453 shares, respectively, of the
Class A Common Stock of the Company, each of which amounts includes (except for
those accorded to Daniel R. Milliard) 97,949 of the same shares of Class A
Common Stock beneficially owned by Dorellenic, a general partnership in which
the above-named individuals (except Daniel R. Milliard) are the sole general
partners and 4,374,453 of the same shares beneficially owned by Highland, a
general partnership in which all such individuals are the sole general
partners. In addition, John J. Rigas has the right by agreement to direct the
vote for the election of directors of an additional 4,966,540 shares of the
Class A Common Stock beneficially owned by the other members of the Limited
Purpose Group
Page 43 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
(assuming such persons convert their Class B Common Stock into Class A Common
Stock) which, for purposes of the Schedule 13D filings and this Amendment No.
4, gives John J. Rigas beneficial ownership of a total of 17,631,448 shares of
Class A Common Stock.
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 24,354,148 shares of Class A Common
Stock outstanding (which assumes the conversion of 10,846,544 shares of Class B
Common Stock into Class A Common Stock by each of the members of the Limited
Purpose Group and by Dorellenic), the Limited Purpose Group's beneficial owner-
ship represents 72.4%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING PERSONS.
JOHN J. RIGAS: Based upon 19,390,608 shares of Class A Common Stock
outstanding (which assumes the conversion of 5,883,004 shares of
Class B Common Stock held of record by John J. Rigas and by Dorellenic
into shares of Class A Common Stock), John J. Rigas' beneficial
ownership represents 65.3%. In addition, John J. Rigas has the right
by agreement to direct the vote for the election of directors of, and
to consent to the private sale of, an additional 4,966,540 shares of
Class A Common Stock beneficially owned by the other members of the
Limited Purpose Group (assuming such persons converted their Class B
Common Stock into Class A Common Stock) which, for purposes of the
Schedule 13D Filings and this Amendment No. 4, increases John J.
Rigas' beneficial ownership to 72.4%.
MICHAEL J. RIGAS AND TIMOTHY J. RIGAS: Based upon 15,423,574 shares of
Class A Common Stock outstanding (which assumes respectively, for each
individual, the conversion of 1,915,970 shares of Class B Common Stock
held of record by such person and by Dorellenic into shares of Class A
Common Stock), each such individual's beneficial ownership represents
56.3%.
JAMES P. RIGAS: Based upon 14,659,238 shares of Class A Common Stock
outstanding (which assumes the conversion of 1,151,634 shares of
Class B Common Stock held of record by James P. Rigas and Dorellenic
into shares of Class A Common Stock), James P. Rigas' beneficial
ownership represents 54.1%.
Page 44 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
ELLEN K. RIGAS: Based upon 13,879,366 shares of Class A Common Stock
outstanding (which assumes the conversion of 371,762 shares of Class
B Common Stock held of record by Ellen K. Rigas and by Dorellenic into
shares of Class A Common Stock), Ellen K. Rigas' beneficial ownership
represents 34.2%.
DANIEL R. MILLIARD: Based upon 13,507,604 shares of Class A Common
Stock outstanding, Daniel R. Milliard's beneficial ownership
represents 32.4% (which includes the 300 shares of Class A Common
Stock held of record by Daniel R. Milliard's spouse, as trustee for
Daniel R. Milliard's children).
IONIAN COMMUNICATIONS, L.P. (AND, AS TO THE SAME SHARES, ILIAD
HOLDINGS, INC.): Based on 13,507,604 shares of Class A Common Stock
outstanding, Ionian's beneficial ownership represents 7.0%.
HIGHLAND HOLDINGS: Based on 13,507,604 shares of Class A Common Stock
outstanding, Highland's beneficial ownership represents 32.4%.
SYRACUSE HILTON HEAD HOLDINGS, L.P. (AND, AS TO THE SAME SHARES, DORIS
HOLDINGS, L.P. AND ELENI ACQUISITION, INC.): Based on 13,507,604
shares of Class A Common Stock outstanding, SHHH's beneficial
ownership represents 10.8%.
Page 45 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
3. NUMBER OF SHARES AS TO WHICH SUCH PERSONS HAVE:
a. SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
LIMITED PURPOSE GROUP: 15,232,297
LIMITED PURPOSE GROUP
MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas 5,794,355
Michael J. Rigas 0 -- for election of directors
1,818,221 -- for all other voting power
purposes
Timothy J. Rigas: 0 -- for election of directors
1,818,221 -- for all other voting power
purposes
James P. Rigas: 0 -- for election of directors
1,053,685 -- for all other voting power
purposes
Ellen K. Rigas: 0 -- for election of directors
275,413 -- for all other voting power
purposes
Daniel R. Milliard: 0
Ionian Communications,
L.P. (and Iliad
Holdings, Inc.) 0
Highland Holdings: 0
Syracuse Hilton Head
Holdings, L.P.
(and Doris Holdings,
L.P. and Eleni
Acquisition, Inc.) 0
b. SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
Page 46 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
LIMITED PURPOSE GROUP: 2,399,151
LIMITED PURPOSE GROUP
MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 11,837,093
Michael J. Rigas: 7,942,074 -- for the election of
directors only
6,123,853 -- for all voting power
purposes
Timothy J. Rigas: 7,942,074 -- for the election of
directors only
6,123,853 -- for all voting power
purposes
James P. Rigas: 7,177,538 -- for the election of
directors only
6,123,853 -- for all voting power
purposes
Ellen K. Rigas: 4,747,815 -- for the election of
directors only
4,472,402 -- for all voting power
purposes
Daniel R. Milliard: 4,375,453
Ionian Communications,
L.P. (and Iliad
Holdings, Inc.): 940,000
Highland Holdings: 4,374,453
Syracuse Hilton
Head Holdings, L.P.
(and Doris Holdings,
L.P. and Eleni
Acquisition, Inc.): 1,458,151
c. SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP
MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 5,794,355
Michael J. Rigas: 1,818,221
Page 47 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
Timothy J. Rigas: 1,818,221
James P. Rigas: 1,053,685
Ellen K. Rigas: 275,413
Daniel R. Milliard: 0
Ionian Communications,
L.P. (and Iliad
Holdings, Inc.): 0
Highland Holdings: 0
Syracuse Hilton
Head Holdings, L.P.
(and Doris Holdings,
L.P. and Eleni
Acquisition, Inc.): 0
See also Item 6 and this Schedule C for certain provisions
governing the disposition of shares of Common Stock.
d. SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP
MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 6,870,553
Michael J. Rigas: 6,870,553
Timothy J. Rigas: 6,870,553
James P. Rigas: 6,870,553
Ellen K. Rigas: 4,472,402
Daniel R. Milliard: 4,375,453
Ionian Communications,
L.P. (and Iliad
Holdings, Inc.): 940,000
Highland Holdings: 4,374,453
Page 48 of 49 pages
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 4)
Syracuse Hilton
Head Holdings, L.P.
(and Doris Holdings,
L.P. and Eleni
Acquisition, Inc.): 1,458,151
See also Item 6 and this Schedule C for certain provisions
governing the disposition of shares of Common Stock.
Page 49 of 49 Pages
