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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) May 5, 1994
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16014 23-2417713
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5 West Third Street - P.O. Box 472, Coudersport, PA 16915
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (814) 274-9830
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Item 5. Other Events.
On May 5, 1994, Adelphia Communications Corporation (the "Company")
announced in a press release that it had consummated its registered exchange
offer of 9-1/2% Senior Pay-In-Kind Notes Due 2004, Series B ("Series B Notes")
for its outstanding 9-1/2% Senior Pay-In-Kind Notes Due 2004, Series A ("Series
A Notes"). A copy of the press release is attached hereto as Exhibit 99.01 and
is incorporated by reference herein. The Company accepted all $127,385,000
principal amount of tenders in the exchange offer. With respect to the
$22,615,000 principal amount of Series A Notes not tendered in the registered
exchange offer, the Company has privately exchanged an equal principal amount of
new Series B Notes therefor with the initial purchaser of such Series A Notes,
and has registered the $22,615,000 in new Series B Notes for sale to the public.
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Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed as part of this report on Form 8-K:
Exhibit 4.01 First Supplemental Indenture dated as of May 4, 1994,
amending and supplementing the Indenture dated as of
February 22, 1994, between the Company and Bank of
Montreal Trust Company, Trustee, relating to the
Company's 9-1/2% Senior Pay-In-Kind Notes Due 2004.
Exhibit 99.01 Press Release by Adelphia Communications Corporation
dated May 5, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 6, 1994 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
/s/ Timothy J. Rigas
Timothy J. Rigas
Senior Vice President
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Exhibit Index
Exhibit No. Description
Exhibit 4.01 First Supplemental Indenture dated as of May 4, 1994, amending and
supplementing the Indenture dated as of February 22, 1994, between
the Company and Bank of Montreal Trust Company, Trustee, relating
to the Company's 9-1/2% Senior Pay-In-Kind Notes Due 2004.
Exhibit 99.01 Press Release by Adelphia Communications Corporation dated May 5,
1994.
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Exhibit 4.01
FIRST SUPPLEMENTAL INDENTURE, dated as of May 4, 1994 (the "First
Supplemental Indenture"), to the Indenture, dated as of February 22, 1994 (the
"Indenture") between ADELPHIA COMMUNICATIONS CORPORATION, a Delaware corporation
(the "Company"), and BANK OF MONTREAL TRUST COMPANY, a trust company organized
under the laws of the State of New York (the "Trustee").
WHEREAS, the Company has duly authorized the execution and delivery of
the Indenture to provide for the issuance of 9-1/2% Senior Pay-In-Kind Notes due
2004, Series A ("Series A Notes") and 9-1/2% Senior Pay-In-Kind Notes due 2004,
Series B ("Series B Notes") ("Series A Notes" and "Series B Notes" sometimes
collectively referred to herein as the "Notes"); and
WHEREAS, the Company desires and has requested the Trustee to join it
in the execution and delivery of this First Supplemental Indenture in order to
establish and provide for the issuance by the Company of Series B Notes pursuant
to the Indenture in the aggregate principal amount of $22,615,000 in exchange
for a like principal amount of Series A Notes in a Private Exchange Offer (as
defined herein) subject to the limitations of Section 2.02 of the Indenture; and
WHEREAS, Section 8.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee without the consent
of any holder of any Note provided certain conditions are met; and
WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this First Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company and the Trustee, in accordance with its terms,
and a valid amendment of, and supplement to, the Indenture have been done;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein, the Company agrees with the Trustee that the Indenture is
supplemented and amended, solely to the extent and for the purposes expressed
herein, as follows:
Section 1. Private Exchange Offer; Scope. In the event that the
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Company delivers to the Trustee a copy of an Officer's Certificate certifying
that the Company has privately offered Series B Notes to holders of Series A
Notes ("Private Holders") in accordance with an exchange offer by the Company
(the "Private Exchange Offer"), the Trustee shall authenticate and deliver
Series B Notes in exchange for such Private Holders' Series A Notes upon the
terms set forth in the Private Exchange Offer. The changes, modifications and
supplements to the Indenture effected by this First Supplemental Indenture in
Sections 2 through 4 of this First Supplemental Indenture shall only be
applicable with respect to, and govern the terms of, Series B Notes issued by
the Company in accordance with the Private Exchange Offer and Series B Notes
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issued by the Company in lieu of cash payments of interest on such Series B
Notes as provided in Section 2.15 of the Indenture ("Private Series B Notes").
Terms and provisions of the Indenture not otherwise changed, modified or
supplemented herein shall continue to apply to Private Series B Notes.
Section 2. Transfer and Exchange.
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(a) The Company shall promptly notify the
Trustee upon the occurrence of the following: (i) the effective date of any
registration statement, and any post-effective amendments and supplements
thereto, registering the sale of Private Series B Notes by Private Holders under
the Securities Act (a "Series B Registration Statement"); (ii) the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of a Series B Registration Statement or the initiation of any
proceedings for that purpose; (iii) the happening of any event during the period
that a Series B Registration Statement is effective which makes any statement in
such Series B Registration Statement (or the prospectus included therein) untrue
in any material respect or which requires the making of any changes in such
Series B Registration Statement (or such 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; and (iv) that all Private Series B Notes have been sold pursuant
to a Series B Registration Statement.
(b) The provisions set forth in Section 3 of
this Supplemental Indenture shall terminate, with respect to any Private Series
B Note, simultaneously with any sale of such Private Series B Note pursuant to a
Series B Registration Statement. Any Private Series B Note as to which such
restrictions shall have terminated or expired or any Private Series B Note
freely tradeable pursuant to Rule 144(k) under the Securities Act may, upon
surrender of such Private Series B Note for exchange to the Trustee, be
exchanged for a new Series B Note of like tenor and aggregate principal amount
which shall not bear the Series B Private Placement Legend; provided, however,
that no transfer of a Series B Note pursuant to a Series B Registration
Statement shall be permitted if such transfer pursuant to a Series B
Registration Statement is attempted to be made at any time after the Company has
notified the Trustee of the occurrence of an event described in Section 2(a)(ii)
or (iii), unless the Company has subsequently notified the Trustee of the
occurrence of an event described in Section 2(a)(i) or (iv). In the event of an
exchange pursuant to the immediately preceding sentence, the Trustee shall
authenticate and deliver a Series B Note of like tenor and aggregate principal
amount as the Private Series B Note exchanged therefor, which Series B Note
shall not be a Private Series B Note.
Section 3. Certificated Note and Special Transfer Provisions.
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(a) Every Private Series B Note shall (i) be
a Certificated Note, and (ii) bear the following legend (the "Series B Private
Placement Legend"):
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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT
THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X)
PRIOR TO THE THIRD ANNIVERSARY OF THE LATER OF THE ISSUANCE HEREOF (OR
ANY PREDECESSOR SECURITY HERETO) OR THE SALE HEREOF (OR ANY PREDECESSOR
SECURITY HERETO) BY THE COMPANY OR AN AFFILIATE OF THE COMPANY
(COMPUTED IN ACCORDANCE WITH PARAGRAPH (D) OF RULE 144 UNDER THE
SECURITIES ACT) OR (Y) BY AN AFFILIATE OF THE COMPANY OR BY ANY HOLDER
THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER IN EITHER CASE, OTHER THAN
(1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE TRANSFEROR IN WRITTEN
INSTRUCTIONS TO THE REGISTRAR), (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY
THE TRANSFEROR IN WRITTEN INSTRUCTIONS TO THE REGISTRAR), (4) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT (AS INDICATED BY THE
TRANSFEROR IN WRITTEN INSTRUCTIONS TO THE REGISTRAR), OR (5) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF OF ANY
STATE OF THE UNITED STATES. THE HOLDER HEREOF BY PURCHASING THIS
SECURITY, TO THE EXTENT THE TRANSFEROR HEREOF INDICATES IN ITS WRITTEN
NOTICE TO THE REGISTRAR THAT IT IS TRANSFERRING THIS SECURITY PURSUANT
TO ITEMS (2) OR (3) ABOVE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (I) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A AND THAT IT IS HOLDING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (II) A NON-U.S. PERSON
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING THE REQUIREMENTS OF PARAGRAPH (O)(2) OF RULE 902 UNDER)
REGULATION S OF THE SECURITIES ACT.
(b) The following provisions shall apply with respect to the
registration of any proposed transfer of a Private Series B Note:
(i) The Registrar shall register the transfer of Private
Series B Notes if such transfer is being made by a proposed transferor
who has advised the Company and the Registrar in writing, that (A) the
transfer has been made in compliance with the provisions of Rule 144A
under the Securities Act ("Rule 144A") to a transferee who, in either
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case, by purchasing or otherwise acquiring the Note shall have and
shall be deemed to have represented and agreed that it is purchasing
the Private Series B Note for its own account or an account with
respect to which it exercises sole investment discretion and that it
and any such account is a QIB within the meaning of Rule 144A, and that
it is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the
Company as it has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A, (B) the transfer has
been made in an offshore transaction in accordance with all
requirements and provisions of Regulation S under the Securities Act
("Regulation S") to a transferee who, in either case, by purchasing or
otherwise acquiring the Note shall have and shall be deemed to have
represented and agreed that it is purchasing the Private Series B Note
for its own account or for an account with respect to which it
exercises sole investment discretion and that it and any such account
have complied, and the purchase or other acquisition is in compliance
with, all requirements and provisions of Regulation S, (C) the transfer
has been made in accordance with Rule 144 under the Securities Act, or
(D) the transfer has been made pursuant to a Series B Registration
Statement; in each case such transfer shall be accompanied by such
additional documentation or certifications as shall be requested by the
Company or the Registrar.
(ii) If the proposed transferee is an Agent Member, and the
proposed transfer will result in the termination or expiration of the
restrictions on transfer of the Private Series B Note pursuant to
Section 2(b), upon receipt by the Registrar of (x) the documents or
certifications, if any, required by paragraph (i) and (y) instructions
given in accordance with the Depositary's and the Registrar's
procedures, the Registrar shall reflect on its books and records the
date and an increase in the principal amount of the Series B Global
Note in an amount equal to the principal amount of the Certificated
Notes to be transferred, and the Trustee shall cancel the Certificated
Note so transferred.
(c) By its acceptance of any Private Series B Note bearing the Series
B Private Placement Legend, each Private Holder acknowledges the restrictions on
transfer of such Private Series B Note set forth in this First Supplemental
Indenture and in the Series B Private Placement Legend and agrees that it will
transfer such Private Series B Note only as provided in this First Supplemental
Indenture.
The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 3. The Company shall have
the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time.
Section 4. Definitions. Any capitalized term used herein and not
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otherwise defined herein shall have the meaning given in the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and attested, all as of the date and
year first above written.
ATTEST: ADELPHIA COMMUNICATIONS CORPORATION
/s/ Colin H. Higgin By: /s/ James Brown
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Assistant Secretary Vice President
ATTEST: BANK OF MONTREAL TRUST COMPANY, as
Trustee
/s/ By: /s/ Therese Gaballah
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Exhibit 99.01
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Senior Vice President
(814) 274-9830
ADELPHIA COMMUNICATIONS CONSUMMATES 9-1/2% SENIOR PAY-IN-KIND
NOTE EXCHANGE OFFER
Coudersport, PA - May 5, 1994
Adelphia Communications Corporation ("Adelphia") (NASDAQ-NMS: ADLAC) announced
that Adelphia's registered exchange offer of $150,000,000 in principal amount of
its 9-1/2% Senior Pay-In-Kind Notes due 2004, Series B (CUSIP No. 006848 AK 1)
("New Notes") for $150,000,000 in principal amount of its outstanding 9-1/2%
Senior Pay-In-Kind Notes due 2004, Series A (CUSIP No. 006848 AJ 4) ("Old
Notes") expired at 5:00 p.m. on Wednesday, May 4, 1994 in accordance with its
terms, and that Adelphia has accepted the tender of all $127,385,000 aggregate
principal amount of Old Notes which were tendered. Adelphia has instructed the
trustee with respect to the 9-1/2% Senior Pay-In-Kind Notes, Bank of Montreal
Trust Company, to prepare and authenticate $127,385,000 in aggregate principal
amount of New Notes, issued by Adelphia as of May 4, 1994 in exchange for the
tendered Old Notes. With respect to the remaining $22,615,000 principal amount
of Old Notes which were not tendered in the registered exchange offer, Adelphia
has privately exchanged an equal principal amount of New Notes therefor with the
initial purchaser of such Old Notes.
The New Notes will bear interest at a rate of 9-1/2% per annum from May 4, 1994,
their date of issuance. On August 15, 1994, the date of the first interest
payment on the New Notes, holders of New Notes will receive the accrued interest
on the Old Notes through May 3, 1994.
