<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-aa(c) or Rule 14a-12
Adelphia Communications Corporation
..............................................................................
(Name of Registrant as Specified In Its Charter)
..............................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.
3) Filing Party:
4) Date Filed:
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PRELIMINARY PROXY MATERIALS
---------------------------
ADELPHIA COMMUNICATIONS CORPORATION
P.O. Box 472
5 West Third Street
Coudersport, Pennsylvania 16915
__________________
Notice of Annual Meeting of Stockholders
to be held on September 26, 1995
________________
To the Stockholders of
Adelphia Communications Corporation:
The Annual Meeting of Stockholders of Adelphia Communications Corporation
will be held at the Coudersport Theater, Main Street, Coudersport, Pennsylvania
on Tuesday, September 26, 1995 at 10:00 a.m., for the following purposes:
1. To elect one (1) Director by vote of the holders of Class A Common
Stock voting as a separate class.
2. To elect seven (7) Directors by vote of the holders of Class A
Common Stock and Class B Common Stock, voting together.
3. The adoption of a proposed amendment to Article Fourth of the
Certificate of Incorporation increasing the authorized number of
shares of capital stock from 80,000,000 to 230,000,000, and the
authorized number of shares of Class A Common Stock from 50,000,000 to
200,000,000.
4. To consider and act upon such other matters as may properly come
before the meeting.
The Board of Directors has fixed the close of business on July 31, 1995 as
the record date for determination of stockholders entitled to notice of and to
vote at the Annual Meeting.
IF YOU ARE UNABLE TO ATTEND THE MEETING AND YOU WISH TO VOTE YOUR STOCK, IT
IS REQUESTED THAT YOU COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Daniel R. Milliard
Vice President and Secretary
August 20, 1995
<PAGE>
PRELIMINARY PROXY MATERIALS
---------------------------
ADELPHIA COMMUNICATIONS CORPORATION
P.O. Box 472
5 West Third Street
Coudersport, Pennsylvania 16915
____________
PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS
September 26, 1995
____________
This proxy statement is being furnished to the stockholders of
Adelphia Communications Corporation, a Delaware corporation (the "Company"), in
connection with the solicitation by the Board of Directors of the Company of
proxies to be voted at the annual meeting of stockholders (the "Annual Meeting")
scheduled to be held on Tuesday, September 26, 1995, at the Coudersport Theater,
Main Street, Coudersport, Pennsylvania. The address of the principal executive
offices of the Company is P.O. Box 472, 5 West Third Street, Coudersport,
Pennsylvania 16915, and the date this proxy statement was first mailed to
stockholders was on or about August 20, 1995. A copy of the Annual Report to
Stockholders for the fiscal year ended March 31, 1995 is being furnished with
this proxy statement.
Only stockholders of record as of the close of business on July 31,
1995 are entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof. The outstanding capital stock of the Company on that date
consisted of 15,364,009 shares of Class A Common Stock, $.01 par value ("Class A
Common Stock"), and 10,944,476 shares of Class B Common Stock, $.01 par value
("Class B Common Stock"). With respect to the matters described in this proxy
statement, other than the election of the Class A director as described below,
the holders of Class A Common Stock and of Class B Common Stock vote together as
a single class, and each holder of Class A Common Stock is entitled to cast one
(1) vote for each share of Class A Common Stock standing in his name on the
books of the Company and each holder of Class B Common Stock is entitled to cast
ten (10) votes for each share of Class B Common Stock standing in his name on
the books of the Company. A majority of the votes cast at the Annual Meeting
are required for the adoption of the proposals described below.
All shares represented by valid proxies received by the Company prior
to the Annual Meeting will be voted at the Annual Meeting as specified in the
proxy, unless such proxies previously have been revoked. If no specification is
made, the shares will be voted FOR the election of each of the Board's nominees
to the Board of Directors and FOR the proposed amendment to the Certificate of
Incorporation. Unless otherwise indicated by the stockholder, the proxy card
also confers discretionary authority on the Board-appointed proxies to vote the
shares represented by the proxy on any matter that is properly presented for
action at the Annual Meeting. A stockholder giving a proxy has the power to
revoke it any
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time prior to its exercise by delivering to the Secretary of the Company a
written revocation or a duly executed proxy bearing a later date, or by
attendance at the meeting and voting his shares in person.
Abstentions and broker non-votes on any matter submitted to the
stockholders for approval have no effect on the vote on such matter since the
affirmative vote of at least a majority of the votes cast by shareholders at the
meeting, in person or by proxy, is necessary for adoption of the proposals
described below. Broker non-votes as to any matter are shares held by nominees
of beneficial owners which are present and voted at the meeting on matters as to
which the nominee has discretionary authority but which are not voted on the
matter in question because the nominee does not have discretionary voting
authority as to such matter.
Recommendation of the Board of Directors
The Board of Directors of the Company recommends a vote FOR each of
the nominees named below for election as directors, and a vote FOR the amendment
to the Certificate of Incorporation described below.
ELECTION OF DIRECTORS
Description of Board of Directors
The Certificate of Incorporation of the Company provides for the Board
of Directors to be elected as follows: a majority of the votes cast by holders
of Class A Common Stock, voting as a separate class, are entitled to elect one
(1) director; and a majority of the votes cast by holders of Class A Common
Stock and holders of Class B Common Stock, voting together as a single class,
are entitled to elect the remaining directors, with each share of Class A Common
Stock entitled to one (1) vote and each share of Class B Common Stock entitled
to ten (10) votes. Stockholders of the Corporation are not entitled to cumulate
their votes in the election of directors.
The Bylaws of the Company provide that the Board of Directors shall
establish the number of directors which shall not be less than five nor more
than nine. The Board currently consists of seven directors, all of whom are
also nominees for director. On June 27, 1995, the Board authorized the increase
in the number of its members to eight, effective as of the 1995 Annual Meeting.
Each director is to hold office until the next annual meeting of
stockholders and until his successor is duly elected and qualified, subject to
the right of the stockholders to remove any director as provided in the Bylaws.
Any vacancy in the office of a director elected by the holders of Class A Common
Stock voting as a separate class may be filled by such holders voting as a
separate class, and any vacancy in the office of a director elected by the
holders of Class A Common Stock and the holders of Class B Common Stock voting
as a single class may be filled by such holders voting as a single class. In the
absence of a stockholder vote, a vacancy in the office of a director elected by
the holders of
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Class A Common Stock voting as a separate class or by the holders of Class A
Common Stock and the holders of Class B Common Stock voting as a single class,
as the case may be, may be filled by the remaining directors then in office,
even if less than a quorum, or by the sole remaining director. Any director
elected by the Board of Directors to fill a vacancy shall serve until the next
annual meeting of stockholders and until his successor has been elected and has
qualified. If the Board of Directors increases the number of directors, any
vacancy so created may be filled by the Board of Directors.
The persons named as proxies in the enclosed form of proxy were
selected by the Board of Directors, and have advised the Board of Directors
that, unless authority is withheld, they intend to vote the shares represented
by them at the Annual Meeting for the election of Perry S. Patterson, on behalf
of the Class A Common Stockholders, and for the election of John J. Rigas,
Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Daniel R. Milliard, Pete J.
Metros and Dennis P. Coyle on behalf of all of the stockholders of the Company.
All nominees except Mr. Coyle were first elected or appointed as directors of
the Company in 1986. Mr. Coyle is not currently a director of the Company.
The Board of Directors knows of no reason why any nominee for director
would be unable to serve as director. If at the time of the Annual Meeting any
of the named nominees are unable or unwilling to serve as directors of the
Company, the persons named in the proxy intend to vote for such substitutes as
may be nominated by the Board of Directors.
The following sets forth certain information concerning each nominee
for election as a director of the Company. Each of the current directors of the
Company is a nominee for reelection as a director.
Nominee for Election by Holders of Class A Common Stock
Perry S. Patterson
Age 78
Perry S. Patterson became a director of Adelphia on September 9, 1986.
Since 1977, Mr. Patterson has practiced law in Coudersport, Pennsylvania. From
1975 to 1977, Mr. Patterson served as President Judge of the Court of Common
Pleas of the 55th Judicial District in Potter County, Pennsylvania. He was a
partner of the law firm of Kirkland & Ellis, in Chicago, Illinois and
Washington, D.C. from 1950 to 1973. Mr. Patterson attended Georgetown
University and graduated from Northwestern University Law School in 1941.
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Nominees for Election by Holders of Class A Common Stock and Class B Common
Stock
John J. Rigas
Age 70
John J. Rigas is the founder, Chairman, President and Chief Executive
Officer of Adelphia and is President of most of its subsidiaries. Mr. Rigas has
served as President or general partner of most of the constituent entities which
became wholly-owned subsidiaries of Adelphia upon its formation in 1986, as well
as the cable television operating companies acquired by the Company which were
wholly or partially owned by members of the Rigas Family. Mr. Rigas has owned
and operated cable television systems since 1952. Among his business and
community service activities, Mr. Rigas is Chairman of the Board of Directors of
Citizens Bank Corp., Inc., Coudersport, Pennsylvania and a member of the Board
of Directors of the Charles Cole Memorial Hospital. He is a director of the
National Cable Television Association and a past President of the Pennsylvania
Cable Television Association. He is also a member of the board of directors of
C-SPAN and the Cable Advertising Bureau, and is a Trustee of St. Bonaventure
University. He graduated from Rensselaer Polytechnic Institute with a B.S. in
Management Engineering in 1950.
John J. Rigas is the father of Michael J. Rigas, Timothy J. Rigas and
James P. Rigas, each of whom currently serves as a director and executive
officer of the Company.
Michael J. Rigas
Age 41
As of August 1, 1995, Michael J. Rigas was elected to the office of
Executive Vice President of Adelphia and Executive Vice President of most of its
subsidiaries. Since 1981, Mr. Rigas has served as a Vice President, general
partner or other officer of Adelphia and the constituent entities which became
wholly-owned subsidiaries of Adelphia upon its formation in 1986, as well as the
cable television operating companies acquired by the Company which were wholly
or partially owned by members of the Rigas Family. From 1979 to 1981, he worked
for Webster, Chamberlain & Bean, a Washington, D.C. law firm. Mr. Rigas
graduated from Harvard University (magna cum laude) in 1976 and received his
Juris Doctor degree from Harvard Law School in 1979.
Timothy J. Rigas
Age 39
As of August 1, 1995, Timothy J. Rigas was elected to the office of
Executive Vice President and also serves as Chief Financial Officer, Chief
Accounting Officer and Treasurer of Adelphia and Executive Vice President of
most of its subsidiaries. Since 1979, Mr. Rigas has served as a Vice President,
general partner or other officer of Adelphia and the constituent entities which
became wholly-owned subsidiaries of Adelphia upon its formation in 1986, as well
as the cable television operating companies acquired by the Company which were
wholly or partially owned by members of the Rigas Family. Mr. Rigas graduated
from the University of Pennsylvania, Wharton School, with a B.S. degree in
Economics (cum laude) in 1978.
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James P. Rigas
Age 37
As of August 1, 1995, James P. Rigas was elected to the office of
Exeuctive Vice President of Adelphia and Executive Vice President of most of its
subsidiaries. Since February 1986, Mr. Rigas has served as a Vice President or
other officer of Adelphia and the constituent entities which became wholly-owned
subsidiaries of Adelphia upon its formation in 1986, as well as the cable
television operating companies acquired by the Company which were wholly or
partially owned by members of the Rigas Family. Mr. Rigas graduated from Harvard
University (magna cum laude) in 1980 and received a Juris Doctor degree and an
M.A. degree in Economics from Stanford University in 1984. From June 1984 to
February 1986, he was a consultant with Bain & Co., a management consulting
firm.
Daniel R. Milliard
Age 48
As of August 1, 1995, Daniel R. Milliard was elected to the office of
Senior Vice President and serves as Secretary of Adelphia and most of its
subsidiaries, and as President of a subsidiary, Hyperion Telecommunications,
Inc. Since 1982, Mr. Milliard served as Vice President, Secretary and/or General
Counsel of Adelphia and the constituent entities which became wholly-owned
subsidiaries of Adelphia, as well as the cable television operating companies
acquired by the Company which were wholly or partially owned by members of the
Rigas Family. He served as outside general counsel to the Company's predecessors
from 1979 to 1982. Mr. Milliard graduated from American University in 1970 with
a Bachelor of Science degree in Business Administration. He received an M.A.
degree in Business from Central Missouri State University in 1971, where he was
an Instructor in the Department of Finance, School of Business and Economics,
from 1971-1973, and received a Juris Doctor degree from the University of Tulsa
School of Law in 1976. He is a director of Citizens Bank Corp., Inc. in
Coudersport, Pennsylvania and is President of the Board of Directors of the
Charles Cole Memorial Hospital.
Pete J. Metros
Age 55
Pete J. Metros became a director of Adelphia on November 4, 1986. Mr.
Metros has been President and a member of the Board of Directors of Rapistan
Demag Corporation, a subsidiary of Mannesmann AG, since December 1991. From
August 1987 to December 1991, he was President of Rapistan Corp., the
predecessor of Rapistan Demag Corporation, and of Truck Products Corp., both of
which were major subsidiaries of Lear Siegler Holdings Corp. From 1980 to
August 1987, Mr. Metros was President of the Steam Turbine, Motor & Generator
Division of Dresser-Rand Company. From 1964 to 1980, he held various positions
at the General Electric Company, the last of which was Manager--Manufacturing
for the Large Gas Turbine Division. Mr. Metros is also on the Board of
Directors of Borroughs Corporation of Kalamazoo, Michigan. Mr. Metros received
a BS degree from the Georgia Institute of Technology in 1962.
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Dennis P. Coyle
Age 57
Dennis P. Coyle is General Counsel and Secretary of FPL Group, Inc.
and Florida Power & Light Company. Mr. Coyle was named General Counsel of FPL
Group, Inc. and Florida Power & Light Company in 1989, and assumed the
additional title and responsibilities of Secretary of such companies in 1991.
He graduated from Dartmouth College in 1960 and received his law degree from
Columbia University in 1965. In an investment agreement with respect to Olympus
Communications, L.P. ("Olympus," a joint venture of the Company), John, Michael,
Timothy and James Rigas have agreed to vote a sufficient number of shares of the
Company's Class A Common Stock to elect to the Board a nominee of Telesat
Cablevision, Inc., which is the Company's joint venture partner in Olympus. Mr.
Coyle is the nominee of Telesat Cablevision, Inc., which is an indirect, wholly-
owned subsidiary of FPL Group, Inc.
Audit and Compensation Committees and Meetings of the Board of Directors
The Board of Directors has a Compensation Committee, consisting of
Perry S. Patterson and Pete J. Metros, which reviews and has authority to
approve the compensation of the key officers and employees of the Company. The
Compensation Committee met twice during fiscal 1995. The Board also has an
Audit Committee, comprised of Perry S. Patterson, Pete J. Metros and Timothy J.
Rigas, which is responsible for monitoring the financial reporting of the
Company on behalf of the Board and the investing public. The Audit Committee
met once during fiscal 1995. The Company does not have a nominating committee.
The Board of Directors met or acted by written consent in lieu of meeting 14
times in fiscal 1995. Each director attended at least 75% of the meetings of
the Board and the respective committees of which each is a member.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid by the Company for services rendered during the Company's last
three fiscal years in the period ended March 31, 1995 to the Company's Chief
Executive Officer and the four most highly compensated executive officers whose
compensation exceeded $100,000 in salary and bonus during fiscal 1995:
Annual Compensation
<TABLE>
<CAPTION>
All Other
Name and Fiscal Salary Compensation(a)
Principal Position Year ($) ($)
------------------------------------ ------ ---------- ---------------
<S> <C> <C> <C>
John J. Rigas 1995 595,933 293,750
Chairman, President and Chief 1994 576,153 119,750
Executive Officer 1993 552,358 200,750
Michael J. Rigas 1995 124,658 10,950
Senior Vice President, 1994 124,658 10,750
Operations 1993 124,658 10,750
Timothy J. Rigas 1995 124,658 10,950
Senior Vice President, 1994 124,658 10,750
Chief Financial Officer, 1993 124,658 10,750
Treasurer and Chief Accounting
Officer
James P. Rigas 1995 124,658 11,250
Vice President, Strategic Planning 1994 124,658 10,750
1993 124,658 10,750
Daniel R. Milliard 1995 187,412 5,350
Vice President and Secretary 1994 183,484 5,250
1993 174,972(b) 5,250
</TABLE>
________________________
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a) Fiscal 1995, 1994 and 1993 amounts include (i) life insurance premiums paid
during each respective fiscal year by the Company under employment
agreements with John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P.
Rigas and Daniel R. Milliard, in premium payment amounts of $293,000,
$10,200, $10,200, $10,500 and $4,600, respectively, during fiscal 1995,
$119,000, $10,000, $10,000, $10,000 and $4,500, respectively, during fiscal
1994 and $200,000, $10,000, $10,000, $10,000 and $4,500, respectively,
during fiscal 1993, on policies owned by the respective named executive
officers and (ii) $750 in Company matching contributions for each executive
officer under the Company's 401(k) savings plan for each of fiscal 1995,
1994 and 1993. The amounts shown above do not include transactions between
the Company and certain executive officers or certain entities which are
privately owned in whole or in part by the executive officers named in the
table. See "Certain Transactions."
b) Includes $2,445 paid in fiscal 1994.
All of the executive officers are eligible to receive bonuses of Class A
Common Stock under the Company's Restricted Stock Bonus Plan, as amended, and
options to purchase Class A Common Stock under the Stock Option Plan of 1986, as
amended, to be awarded or granted at the discretion of the Bonus Committee (as
defined therein) and Option Committee (as defined therein), respectively,
subject to certain limitations on the number of shares that may be awarded to
each executive officer under each of the Plans. No awards were made under
either the Restricted Stock Bonus Plan or the Stock Option Plan of 1986 during
fiscal 1995.
Employment Contracts and Termination of Employment
Each of the named executive officers has an employment agreement with the
Company which is automatically renewable each year unless one party gives the
other prior notice and which provides among other things for compensation review
by the Compensation Committee, the insurance premium payments noted above, and
benefits. In addition, under such employment agreements, upon termination of
such employment for any reason other than "for cause," each of the executive
officers will be entitled to receive severance pay equal to three months of the
salary plus the amount of insurance premiums payable under such officer's
employment agreement which, as of April 1, 1995, in the aggregate in the case of
John J. Rigas would be approximately $148,000.
Board of Directors Compensation
Directors who are not also employees of the Company each receive
compensation from the Company for services as a director at a rate of $750 plus
reimbursement of expenses for each Board and committee meeting attended.
Directors who are employees of the Company do not receive any compensation for
services as a director or as a member of Board committees.
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REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Issues relating to the compensation of executive officers are addressed by
the Compensation Committee of the Board of Directors (the "Compensation
Committee"), which is composed of two independent, non-employee directors, Pete
J. Metros and Perry S. Patterson.
The Compensation Committee recognizes that the compensation of executive
officers should be established at levels which are consistent with the Company's
objectives and achievements. However, no part of executive compensation is
strictly tied to statistical operating performance criteria. Each of the
executive officers of the Company, including the Chief Executive Officer,
entered into an employment agreement with the Company in July of 1986, which
fixed the initial annual base salary of each executive and provided the
Compensation Committee with the ability to increase the base salary as the
Compensation Committee deems appropriate to adequately reflect the scope and
success of the Company's operations, as well as to reflect increases in the
Consumer Price Index. The agreements also provide for bonus compensation in
amounts to be determined by the Compensation Committee from time to time, and
for certain de minimis fringe benefits. The agreements are renewable and have
been renewed at the end of each year.
With respect to compensation of executive officers other than the Chief
Executive Officer (the "Principal Executives"), the Compensation Committee
receives and accords significant weight to the input of the Chief Executive
Officer. Based on a review of public filings by other publicly-held cable system
operators and other independent compensation survey data, the Compensation
Committee believes that the annual base salaries of the Company's Principal
Executives generally are and have been set materially lower than the annual base
salaries and bonuses paid to corresponding Principal Executives of most other
publicly-held cable system operators and other telecommunications firms, and
have remained relatively constant compared to increases made in the annual base
salaries of Principal Executives of such other corporations over the past five
years.
The Compensation Committee has recognized the success of the Principal
Executives in accomplishing the Company's various strategic objectives. In
1995, the Company continued to refinance its shorter-term variable interest rate
debt at the level of the operating subsidiaries with longer-term fixed rate debt
and new equity infusions at the parent Company level. These actions extended
the maturities of the Company's long-term debt and increased the Company's
overall longer-term liquidity and flexibility to obtain financing, which in turn
will assist the Company to meet the challenges of achieving growth in the face
of increasing competition and regulation within the cable television industry.
In addition, the Company added new subsidiaries through acquisitions of existing
cable systems, contributing to an increase in cash flow during fiscal 1995. The
Company has also continued to focus its efforts on other methods of increasing
cash flow and on providing superior customer service while realizing operating
efficiencies and cost-savings. Based upon its evaluation of these and other
relevant factors, the Compensation Committee is satisfied that the Principal
Executives have contributed positively to the Company's long-term financial
performance, and the Compensation Committee, in consultation with the
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Chief Executive Officer of the Company, has set compensation under the
employment agreements accordingly.
The annual base salary of John J. Rigas, the Chief Executive Officer, is
determined by the Compensation Committee in accordance with Mr. Rigas's
employment agreement. Over the past several years, the Compensation Committee
has recognized Mr. Rigas's success in achieving the strategic objectives
mentioned above with respect to the Principal Executives, and has also
recognized Mr. Rigas's leadership and vision in formulating strategies for
responding to the challenges of increased regulation and increasing competition,
and for positioning the Company for growth in a regulated environment. Most of
Mr. Rigas' salary increase for 1995 reflected the corresponding increase in the
Consumer Price Index. Based on its survey of compensation data for other
companies, the Compensation Committee believes that Mr. Rigas's annual base
salary and overall compensation package is lower than the compensation paid to
chief executive officers of many other publicly-held cable system operators and
other telecommunications firms.
To date, the Company has not granted bonuses to its Chief Executive Officer
or its Principal Executives, but may in its discretion grant bonuses from time
to time as it deems appropriate. In light of the historically significant
equity interests of the Chief Executive Officer and the Principal Executives,
the Compensation Committee has generally judged it unnecessary to offer its
executive officers equity participation plans or other equity-based incentives
in order to align the interests of its executive officers with those of its
stockholders.
COMPENSATION COMMITTEE
Pete J. Metros, Chairman
Perry S. Patterson
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Stock Performance Graph
The following graph compares the yearly percentage change in the
cumulative total shareholder return on the weighted average of the Company's
Class A Common Stock during the five years ended March 31, 1995 with the
cumulative total return on the Standard & Poor's 500 Stock Index and with a
selected peer group of five companies engaged in the cable communications
industry: Cablevision Systems Corporation (Class A); Comcast Corporation (Class
A); Tele-Communications, Inc. (Class A); TCA Cable TV, Inc.; and Century
Communications Corporation (Class A). The returns of each component issuer in
the foregoing peer group have been weighted according to the respective issuer's
market capitalization. The comparison assumes $100 was invested on March 31,
1990 in the Company's Class A Common Stock and in each of the foregoing indices,
and also assumes reinvestment of dividends. The yearly points marked on the
horizontal axis correspond to March 31 of each year.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG ADELPHIA, S&P 500 INDEX AND PEER GROUP INDEX
<CAPTION>
Measurement period
(Fiscal year Covered) ADELPHIA S&P 500 PEER GROUP
--------------------- -------- ------- ----------
<S> <C> <C> <C>
Measurement PT -
3/31/90 $100 $100 $100
FYE 3/31/91 $ 73 $114 $119
FYE 3/31/92 $131 $127 $127
FYE 3/31/93 $141 $146 $178
FYE 3/31/94 $102 $149 $176
FYE 3/31/95 $ 78 $172 $177
</TABLE>
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CERTAIN TRANSACTIONS
Management Services
During the fiscal year ended March 31, 1995, the Company provided
management services for certain cable television systems not owned by the
Company, including managed partnerships ("Managed Partnerships") in which John
J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Daniel R. Milliard
and Ellen K. Rigas have varied ownership interests. Ellen K. Rigas is the
daughter of John J. Rigas. These services included supervision of technical and
business operations, accounting, marketing, programming, purchasing, field
engineering and other technical and administrative nonfield services. During
these periods, the Managed Partnerships paid the Company five to six percent of
system revenues for such services. Other fees were charged by the Company to
the Managed Partnerships during these periods for goods and services including
mark-ups on the Company's volume purchases of equipment, pay programming and
other goods and services. In addition, the Managed Partnerships charged the
Company for system and corporate costs during these periods. The net fees and
expenses charged by the Company to Managed Partnerships amounted to $7,225,000
for fiscal 1995. The Company believes that these fees were no less favorable
than the fees which the Company believes it could obtain in similar transactions
with unrelated third parties.
Real Estate
During fiscal 1995, the Company leased from Dorellenic (a partnership
owned principally by the Company's executive officers) certain real estate used
in connection with the operations of the Company. The partners of Dorellenic
are John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and Ellen
K. Rigas. The leases were for varying terms, generally provided for monthly
rental payments equal to fair market value rentals, and were no less favorable
than the terms of leases which the Company believes it could obtain from
unrelated third parties. The Company pays all operating expenses in connection
with the leased property. Real estate rental payments to Dorellenic totalled
$97,000 for fiscal 1995.
Equipment Leases
The Company leases certain operating and support equipment from
Dorellenic and a corporation which is wholly owned by members of the Rigas
Family, for which it made aggregate lease payments of $594,000 in fiscal 1995.
Of these leases, $933,000 in principal amount is capitalized by the Company for
financial reporting purposes at March 31, 1995. Such lease payments equal the
lessor's borrowing costs or lease payments to unrelated third parties for such
equipment. The Company also pays all operating costs incurred with respect to
such equipment. These lease arrangements are expected to continue; however, the
terms of such leases may be revised in the future to reflect fair market value
rates, but will be no less favorable than the terms of the leases which the
Company believes it could obtain from unrelated third parties.
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<PAGE>
Loans to and from Affiliates
Certain loans to and from the Company by or to affiliates (which do
not include Olympus) as of March 31, 1995 are summarized below. Interest is
charged on such loans to affiliates at rates which ranged from 6% to 9% for the
year ended March 31, 1995.
Total interest income on loans to affiliates, excluding Olympus,
aggregated $3,174,000 for fiscal 1995. In addition, net settlement amounts
under interest rate swap agreements with the Managed Partnerships, recorded as
adjustments to interest expense during the period incurred, decreased the
Company's interest expense by $50,000 for fiscal 1995.
Net receivables due from the Managed Partnerships for advances made by
the Company for the construction and acquisition of cable television systems and
for working capital purposes, including accrued interest thereon, were
$24,746,000 at March 31, 1995.
During fiscal 1995 the Company made net advances of $9,466,000 to
Dorellenic. At March 31, 1995, net receivables from Dorellenic (including
accrued interest) were $24,740,000. Amounts advanced to Dorellenic during
fiscal 1995 were used primarily for working capital purposes.
During fiscal 1990 and 1991, the Company loaned an aggregate $255,000
to Daniel R. Milliard and an unaffiliated third party, pursuant to several
revolving term and term notes, for capital expenditures and working capital
purposes. As of March 31, 1995, the outstanding amount of these loans, which
mature in calendar 1995, was $205,000.
On an end-of-quarter basis, the largest aggregate amount of net
outstanding loans and advances receivable from affiliates (directors, executive
officers and five-percent shareholders) or entities they control, including John
J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Ellen K. Rigas,
Daniel R. Milliard, Dorellenic and/or the Managed Partnerships during fiscal
1995 was $61,917,000 at December 31, 1994. At March 31, 1995, such aggregate
net amount was $49,691,000.
Business Opportunities
The Company's executive officers have entered into a Business
Opportunity Agreement, dated July 1, 1986 (the "Business Opportunity
Agreement"), under which they have agreed not to acquire an interest (except
that such persons may, individually for their own account, engage in regular
portfolio trading of publicly traded securities of companies in the cable
television industry) in any cable television system except: cable television
systems which they or their affiliates (excluding the Company) owned, in whole
or in part, operated or had agreed to acquire as of July 1, 1986; any expansions
of such systems within the same county or an adjacent county (except for systems
which are also contiguous to Company-owned systems); and systems which the
Company elects not to acquire under its right of first refusal described below
and any expansions of such systems within the same county or an adjacent county
(except for systems which are also contiguous to Company-owned systems).
Otherwise, the executive officers
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<PAGE>
will first offer to the Company the opportunity to acquire or invest in any
cable television system or franchise therefor or interest therein that is
offered or available to them. If a majority of the Company's Board of
Directors, including a majority of the independent directors, rejects such
offer, the executive officers may acquire or invest in all of such cable
television systems or franchises therefor or interest therein or with others on
terms no more favorable to them than those offered to the Company.
During fiscal 1995, the Company sold its $13,000,000 partnership
interests in Tele-Media Investment Partnership, L.P. to a Managed Partnership,
sold $20,000,000 in preferred stock in one of its subsidiaries to a Managed
Partnership in connection with an acquisition, and elected not to exercise its
right of first refusal with respect to the acquisition of a small North Carolina
cable system, which was acquired by a Managed Partnership. The Company's
executive officers may from time to time evaluate and, subject to the Company's
rights under the Business Opportunity Agreement and covenants in the Company's
loan agreements and indentures, may acquire cable television systems or
interests therein for their own accounts separately or along with the Company
and/or other joint venture parties.
Except for the limitations on the ownership of cable television
systems as described herein, the executive officers of Adelphia and their
affiliates are not subject to limitations with respect to their other business
activities and may engage in other businesses related to cable television or
other telecommunications media. The executive officers will devote as much of
their time to the business of the Company as is reasonably required to fulfill
the duties of their offices.
In the event that any executive officer (or his affiliate) decides to
offer for sale (other than to another executive officer or his or another
executive officer's family member, trust or family controlled entity) for his
account, his ownership interest in any cable television system or franchise, he
or it will (subject to the rights of third parties existing at such time) first
offer such interests to the Company. Such selling person or entity has a
unilateral option to elect to require that, if the Company accepts such offer,
up to one half of the consideration for his or its interest would consist of
shares of Class B Common Stock, which shares will be valued at the prevailing
market price of the Class A Common Stock, and the remainder would consist of
shares of Class A Common Stock and/or cash. If a majority of the Company's
independent directors rejects such offer, the executive officer (or his
affiliate) may sell such interest to third parties on terms no more favorable to
such third parties than those offered to the Company.
Registration Rights
Pursuant to a Registration Rights Agreement, as amended, between the
Company and the holders of Class B Common Stock, John J. Rigas has the right,
subject to certain limitations, to require the Company to register shares of the
Company's Common Stock owned by him for sale to the public and pay the expenses
(except for Mr. Rigas' counsel fees) of such registration on five occasions
selected by him (subject to certain limitations intended to prevent undue
interference with the Company's ability to distribute its securities) during a
fourteen-year period which began in December 1986. The other holders of Class B
Common Stock have the right to participate, at the option of John J. Rigas, as
selling
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<PAGE>
stockholders in any such registration initiated by John J. Rigas. The holders
of Class B Common Stock also have unlimited rights to participate as selling
stockholders in any registered public offering initiated by the Company and
require the Company to pay their expenses (except counsel fees). Such rights of
participation are subject to limitation at the discretion of the managing
underwriter of such offering.
Olympus Matters
On February 28, 1995, the Company and certain of its subsidiaries and
Telesat Cablevision, Inc. and certain of its subsidiaries ("Telesat") entered
into an Investment Agreement and an amended and restated limited partnership
agreement for Olympus Communications, L.P. Under these agreements, Telesat is
contributing cable systems serving approximately 50,000 subscribers in Florida
and certain proceeds from the sale of other cable joint ventures in exchange for
Olympus preferred limited partnership interests in the face amount of
$112,500,000. Pursuant to these agreements, Telesat also purchased 1,000,000
shares of Adelphia Class A Common Stock at $15 per share and received
registration rights with respect thereto. Pursuant to these agreements, a
Company subsidiary holds Olympus preferred limited partnership interests in the
face amount of $225,000,000 and serves as the managing general partner of
Olympus. The consent of both the Company and Telesat is required under the
Olympus partnership agreement for certain material transactions. As noted
earlier, Mr. Dennis Coyle is a nominee of Telesat for election to the Board of
Directors of the Company.
Certain Reports
Section 16(a) of the Securities Exchange Act requires the Company's
directors, executive officers and persons who beneficially own more than ten
percent of a class of the Company's registered equity securities to file with
the Securities and Exchange Commission and deliver to the Company initial
reports of ownership and reports of changes in ownership of such registered
equity securities.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company or written representations that no other
reports were required, the Company's directors, executive officers and more than
ten percent stockholders filed on a timely basis all reports due under Section
16(a) for the period from April 1, 1994 through March 31, 1995, except that John
J. Rigas, Timothy J. Rigas and Michael J. Rigas each filed one late report on
Form 4 covering the same transaction in the Company's Class A Common Stock.
PRINCIPAL STOCKHOLDERS
The following table sets forth, based on information available to the
Company as of July 29, 1995, certain information with respect to the beneficial
ownership of Class A Common Stock and Class B Common Stock by each director or
nominee for director, all executive officers and directors of Adelphia as a
group, and each person known to Adelphia to own beneficially more than 5% of
such Common Stock. Unless otherwise noted, the individuals have sole voting and
investment power. The business
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<PAGE>
address of each such 5% beneficial owner named below, unless otherwise noted, is
5 West Third Street, Coudersport, Pennsylvania 16915.
<TABLE>
<CAPTION>
Shares of Percent of Shares of Percent of
Class A Class A Class B Class B
Common Common Common Common
Name and Addresses Stock Stock Stock Stock
------------------------------------------------- ---------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
John J. Rigas (a) (b) 5,883,004(c) 53.8%
Michael J. Rigas (a) (b) 1,915,970(c) 17.5%
Timothy J. Rigas (a) (b) 1,915,970(c) 17.5%
James P. Rigas (a) (b) 1,151,634(c) 10.5%
Daniel R. Milliard 1,000(d) (e) 0 --
Perry S. Patterson 2,000 (f) 0 --
Pete J. Metros 100 (f) 0 --
Dennis P. Coyle 0 (f) 0 --
All executive officers and directors as a group 17,396,035(a)(c) (b) 10,572,731(c) 96.6%
(seven persons)
Syracuse Hilton Head Holdings, L.P. 2,398,151(g) 15.6% __ --
5 West Third Street
Coudersport, Pennsylvania 16915
Highland Holdings 4,374,453(h) 28.5% __ --
5 West Third Street
Coudersport, Pennsylvania 16915
Ellen K. Rigas (i) (j) 371,762(c) 3.4%
5 West Third Street
Coudersport, Pennsylvania 16915
The Capital Group Companies, Inc. 1,914,950(k) 12.5% __ __
333 South Hope Street
Los Angeles, California 90071
Telesat Cablevision, Inc. 1,000,000(l) 6.5% -- --
700 Universe Blvd.
Juno Beach, Florida 33408
</TABLE>
---------
(a) The holders of Class B Common Stock are deemed to be beneficial owners of
an equal number of shares of Class A Common Stock because Class B Common
Stock is convertible into Class A Common Stock on a one-to-one basis. In
addition, the following persons own or have the power
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<PAGE>
to direct the voting of shares of Class A Common Stock in the following
amounts: John J. Rigas, 407,300 shares--47,200 shares directly and 360,100
shares through Syracuse Hilton Head Holdings, L.P. ("SHHH"); Michael J.
Rigas, 193,500 shares-- 200 shares directly and 193,300 shares through
SHHH; Timothy J. Rigas, 193,500 shares--200 shares directly and 193,300
shares through SHHH; James P. Rigas, 193,300 shares indirectly through
SHHH. John J. Rigas shares voting power with his spouse with respect to
106,300 of such shares held through Ionian. Each of John J. Rigas, Michael
J. Rigas, Timothy J. Rigas and James P. Rigas also shares voting and
dispositive power with respect to 4,374,453 shares of Class A Common Stock
held by Highland Holdings, and 1,458,151 shares of Class A Common Stock
held by SHHH. See notes (g) and (h) below.
(b) After giving effect to the conversion solely by each individual holder of
all of his Class B Common Stock into Class A Common Stock and including all
shares of Class A Common Stock currently held by such individual holder or
over which such individual holder has or shares voting or investment power
as disclosed in note (a) above or note (g) below, the percentage of Class A
Common Stock owned by John J. Rigas, Michael J. Rigas, Timothy J. Rigas and
James P. Rigas, and by all executive officers and directors as a group
(seven persons), would be 59.8%, 50.3%, 50.3%, 48.0% and 67.1%,
respectively. Further, after giving effect to an additional 4,966,540
shares of Class A Common Stock of which John J. Rigas has the right to
direct the voting in the election of directors pursuant to the Class B
Stockholders Agreement discussed in the paragraph following this table (and
assuming the parties to such agreement converted their Class B Common Stock
into Class A Common Stock), as to all of which additional shares John J.
Rigas disclaims beneficial ownership, the percentage of Class A Common
Stock owned by John J. Rigas would be 67.4%.
(c) The amounts shown include 97,949 of the same shares which are owned of
record by Dorellenic, and such shares are only included once for "All
executive officers and directors as a group." The named Rigas individuals
have shared voting and investment power with respect to these shares.
(d) Daniel R. Milliard shares voting and investment power with his spouse with
respect to these shares. In addition, Daniel R. Milliard is deemed to
share voting and investment power with respect to 4,374,453 shares of Class
A Common Stock held by Highland Holdings. See note (h) below.
(e) Including all shares of Class A Common Stock over which Daniel R. Milliard
has or shares voting or investment power as disclosed in note (d) above,
the percentage of Class A Common Stock owned by Daniel R. Milliard would be
28.5%.
(f) Less than 1%.
(g) SHHH, Doris Holdings, L.P. ("Doris"), the general partner of SHHH, and
Eleni Acquisition, Inc., the general partner of Doris, are affiliates of
John J. Rigas, Michael J. Rigas, Timothy J.
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<PAGE>
Rigas and James P. Rigas, each of whom has shared voting and investment
power with respect to the shares held by SHHH. In addition, through
irrevocable proxies, each of the above-named individuals shares with SHHH
the power to vote or direct the vote of such number of shares of Class A
Common Stock held by as is specified in note (a) above.
(h) Highland Holdings ("Highland") is a general partnership, the general
partners of which include John J. Rigas, Michael J. Rigas, Timothy J.
Rigas, James P. Rigas, Daniel R. Milliard and Ellen K. Rigas, each of whom
is deemed to share voting and investment power with respect to the shares
held by Highland.
(i) As a holder of Class B Common Stock, Ellen K. Rigas is deemed to be the
beneficial owner of an equal number of shares of Class A Common Stock
because Class B Common Stock is convertible into Class A Common Stock on a
one-to-one basis. In addition, Ellen K. Rigas owns 1,600 shares of Class A
Common Stock directly and shares voting and investment power with respect
to 4,374,453 shares of Class A Common Stock held by Highland. See note (h)
above. Ellen K. Rigas is the daughter of John J. Rigas.
(j) After giving effect to the conversion of all of Ellen K. Rigas' Class B
Common Stock into shares of Class A Common Stock and including all shares
of Class A Common Stock held by Ellen K. Rigas or over which Ellen K. Rigas
has or shares voting or investment power as discussed in note (i) above,
the percentage of Class A Common Stock owned by Ellen K. Rigas would be
30.2%.
(k) According to a Schedule 13G, the named entity has sole dispositive power
with respect to all of such shares, and sole voting power with respect to
764,950 of such shares. An operating subsidiary of the named entity,
Capital Research and Management Company, exercises investment discretion
with respect to 1,080,000 of such shares, and another operating subsidiary,
Capital Group Trust Company, exercises investment discretion with respect
to 783,950 of such shares, and exercises sole voting power over 713,950 of
such shares.
(l) According to a Schedule 13D, the named entity shares voting and dispositive
power over the shares with FPL Group Capital, Inc., the parent of Telesat
Cablevision, Inc., and FPL Group, Inc., the parent of FPL Group Capital,
Inc.
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Ellen K.
Rigas, Daniel R. Milliard, Dorellenic and the Company have entered into a Class
B Stockholders Agreement providing that such stockholders shall vote their
shares of Common Stock for the election of directors designated by a majority of
voting power (as defined in the Agreement) of the shares of Common Stock held by
them. The Class B Stockholders Agreement also provides that, 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 Agreement, (i) none of the stockholder
parties may sell, assign or transfer all or any part of their shares of Common
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<PAGE>
Stock in a public sale (as defined in the Agreement) without first offering the
shares to the other parties to the Agreement and (ii) no stockholder party may
accept a bona fide offer from a third party to purchase shares of such
stockholder without first offering the shares to the Company and then to the
other parties to the Class B Stockholders Agreement. In addition, each party
has certain rights to acquire the shares of Common Stock of the others under
certain conditions. John J. Rigas has also entered into a Stock Purchase
Agreement with the other holder of Class B Common Stock who is not a party to
the Class B Stockholders Agreement which gives John J. Rigas certain rights to
acquire the shares of Common Stock of such stockholder under certain conditions.
PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
On July 27, 1995, the Board of Directors adopted a resolution proposing
that Article Fourth of the Certificate of Incorporation of the Company be
amended to increase the authorized number of shares of the capital stock of the
Company from 80,000,000 to 230,000,000 and to increase the authorized number of
shares of Class A Common Stock of the Company from 50,000,000 to 200,000,000. On
July 30, 1995, 15,364,009 shares of Class A Common Stock were issued and
outstanding, and 34,635,991 shares were authorized but not outstanding (although
10,944,476 of such shares are reserved for issuance upon conversion of the
issued and outstanding Class B Common Stock). After approval of the proposed
amendment by the stockholders, the Company will have the authority to issue
200,000,000 shares of Class A Common Stock, of which 184,635,991 shares will be
authorized but not outstanding.
In the judgment of the Board, the additional shares of Class A Common Stock
should be authorized so that they will be available for issuance from time to
time by action of the Board if need therefore should arise; for example, if it
should become desirable to implement financing through the sale of additional
shares of Class A Common Stock, make an acquisition by the issuance of Class A
Common Stock, or effect a stock dividend or stock split. The Board believes
that increasing the authorized shares of Class A Common Stock would enable it,
if it so chooses, to take actions promptly on behalf of the Company that may
involve the issuance of additional shares of Class A Common Stock without the
delay necessarily incident to the convening of a stockholders meeting. After
adoption of the proposed amendment, the Board of Directors, without further
action by the stockholders, would have authority to issue additional authorized
and unissued shares of Class A Common Stock at such times, for a consideration
of such character and value (not less than par), and upon such terms, as it may
deem advisable and in accordance with the Delaware General Corporation Law. In
certain circumstances, a vote of the stockholders on the issuance of additional
shares may be required under the rules of the National Association of Securities
Dealers.
As of the date of this Proxy Statement and subject to the remainder of this
paragraph, the Board of Directors does not have any plans, agreements or
commitments for the issuance of additional shares of Class A Common Stock. On
July 6, 1995, the family of John J. Rigas, Chairman and Chief Executive Officer
of the Company, announced that the Rigas family and certain institutional
investors were
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<PAGE>
proposing the formation of a new cable television joint venture which, in turn,
would propose to invest $100,000,000 in newly issued Class A Common Stock of the
Company. However, as of the date of this Proxy Statement, no agreement has been
reached with the Company regarding any such stock issuance, and such transaction
would be subject to various conditions including but not limited to negotiation
of an agreement and approval by the Company's Board of Directors (including the
outside directors). In any event, the Board believes that the current
authorized but unissued shares of Class A Common Stock would be sufficient for
any such stock issuance without the adoption of the proposed amendment to the
Company's Certificate of Incorporation.
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<PAGE>
FORM 10-K ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION
A COPY OF THE ANNUAL REPORT ON FORM 10-K (EXCLUDING EXHIBITS) OF THE
COMPANY FOR THE FISCAL YEAR ENDED MARCH 31, 1995, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, WILL BE FURNISHED FREE OF CHARGE, UPON WRITTEN REQUEST,
TO STOCKHOLDERS WHO HAVE NOT PREVIOUSLY RECEIVED A COPY FROM THE COMPANY.
WRITTEN REQUESTS MAY BE DIRECTED TO THE SECRETARY, ADELPHIA COMMUNICATIONS
CORPORATION, 5 WEST THIRD STREET, COUDERSPORT, PENNSYLVANIA 16915.
OTHER MATTERS
The Company knows of no other matters to be presented for action at
the meeting. If any other matters should properly come before the meeting,
however, it is intended that votes will be cast pursuant to the proxy in respect
thereto in accordance with the best judgment of the persons acting as proxies.
The Company will pay the expense in connection with the printing,
assembling and mailing to the holders of capital stock of the Company the notice
of meeting, this proxy statement and the accompanying form of proxy. In
addition to the use of the mails, proxies may be solicited by directors,
officers or regular employees of the Company personally or by telephone or
telegraph. The Company may request the persons holding stock in their names, or
in the names of their nominees, to send proxy material to and obtain proxies
from their principals, and will reimburse such persons for their expense in so
doing.
The Company's certified public accountants during fiscal 1995 were,
and for fiscal 1996 will be, Deloitte & Touche LLP. Such accountants are not
expected to attend the Annual Meeting.
Stockholder Proposals
Stockholders who intend to submit a proposal at the Annual Meeting of
the stockholders of the Company expected to be held in September 1996 must
submit such proposal to the attention of the Secretary of the Company at the
address of its executive offices no later than April 17, 1996.
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<PAGE>
PRELIMINARY PROXY MATERIALS
---------------------------
[FORM OF PROXY]
ADELPHIA COMMUNICATIONS CORPORATION
This Proxy Is Solicited On Behalf Of The Board of Directors Of The
Company.
The undersigned hereby appoints John J. Rigas, Timothy J. Rigas and
Daniel R. Milliard, or any one or more of them, with power of substitution to
each, as proxies to represent and to vote as designated below all the shares of
Class A Common Stock held of record at the close of business on July 31, 1995 by
the undersigned at the annual meeting of the stockholders of Adelphia
Communications Corporation to be held at the Coudersport Theater, Main Street,
Coudersport, Pennsylvania on September 26, 1995 and at any adjournment thereof.
The Board of Directors recommends a vote "FOR" proposals numbered
1, 2 and 3.
The Proxies shall:
1. Vote FOR Perry S. Patterson as director to WITHHOLD AUTHORITY
be elected by the Class A Common Stockholders to vote for
Perry S. Patterson
2. Vote FOR all nominees listed below WITHHOLD AUTHORITY
(except as indicated to the contrary below) to vote for all
nominees listed
Dennis P. Coyle, Pete J. Metros, Daniel R. Milliard, John J.
Rigas, James P. Rigas, Michael J. Rigas and Timothy J. Rigas
(Instruction: To withhold authority to vote for any individual
nominee, strike a line through that nominee's name.)
3. Vote FOR WITHHOLD AUTHORITY
to vote for
the adoption of the proposed amendment to Article Fourth of the
Certificate of Incorporation increasing the authorized capital
stock from 80,000,000 to 230,000,000, and the authorized Class A
Common Stock from 50,000,000 to 200,000,000.
(Please sign on reverse side and return promptly)
<PAGE>
4. In their discretion vote upon such other matters as any properly
come before the meeting or any adjournment thereof.
Vote Abstain
---- ----
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. Unless otherwise specified in
the squares provided, the proxies shall vote in the election of directors for
the nominees listed on the reverse side hereof, and shall have discretionary
power to vote upon such other matters as may properly come before the meeting or
any adjournment thereof.
A majority of such proxies who shall be present and shall act at the
meeting (or if only one shall be present and act, then that one) may exercise
all powers hereunder.
Dated , 1995
----------------------- ---------------------------------------
Stockholder sign here exactly as name
appears hereon.
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