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) March 21, 1996
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.)
5 West Third Street - PO Box 472, Coudersport PA 16915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
<PAGE>
Item 5. Other Events.
(a) Adelphia Communications Corporation, the family of John J.
Rigas, Chairman of Adelphia, and FPL Group, Inc. ("FPL Group"), the
parent of Florida Power & Light Company announced yesterday several
proposed transactions they intend to complete during 1996. It is
expected that Olympus Communications, L.P., a joint venture between
Adelphia and FPL Group, will be making a $60 million partner
distribution, $40 million of which would be distributed to Adelphia
and $20 million of which would be distributed to FPL Group. FPL
Group plans to use its $20 million distribution to purchase
convertible preferred stock of Adelphia and the Rigas family plans
to exchange with Adelphia its privately held interests in the
Syracuse Hilton Head Holdings cable systems serving approximately
250,000 cable subscribers for shares of the same issue of Adelphia
convertible preferred stock. In addition, Adelphia intends to issue
shares of the convertible preferred stock to the public for cash
which, together with the issuances to FPL Group and the Rigas
family, would be expected to raise estimated gross proceeds of at
least $200 million. Finally, Adelphia would sell to Olympus cable
television systems serving approximately 54,000 subscribers in
southern Florida for an estimated $110 million in cash. Adelphia
and FPL Group have reached agreement regarding the financing of such
acquisition by Olympus.
The consummation of these transactions will be subject to various
conditions including the negotiation and execution of definitive
agreements and documentation, the receipt of any necessary board,
shareholder and third-party consents or approvals, the receipt of
applicable appraisals or fairness opinions, and other customary
conditions. Any public offerings of securities by Adelphia will be
made only by means of a prospectus.
On March 29, 1996, the $60 million distribution referred to above was
completed, with Olympus distributing $40 million to Adelphia and $20 million
to FPL Group.
<PAGE>
(b) On March 21, 1996, Adelphia announced that its 89% owned subsidiary,
Hyperion Telecommunications, Inc., intends to offer to institutional investors
in a private placement an aggregate of approximately $150.0 million (gross
proceeds) units of Senior Discount Notes and warrants to purchase common stock
of Hyperion Telecommunications, Inc. Hyperion is a leading competitive local
exchange carrier, or CLEC, that designs, constructs, operates and manages
fiber optic networks and facilities in 13 markets primarily through joint
ventures in the eastern half of the United States. Adelphia is the seventh
largest cable television company in the United States which currently owns or
manages cable television systems that serve approximately 1.65 million
subscribers in 15 states.
Hyperion intends to use the net proceeds from the offering to fund capital
expenditures and investments in operating networks, for working capital
purposes, and to repay certain indebtedness owed to Adelphia. Hyperion
intends to continue to expand its existing networks and to construct new
networks in additional markets over the next two years.
The units will not be registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an applicable
exemption from such registration. This disclosure shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of any securities referred to herein in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
(c)Adelphia announced today that its 89% owned subsidiary, Hyperion
Telecommunications, Inc., has realized gross proceeds of $175,264,800 from a
previously announced private placement to institutional investors. Hyperion
is a leading competitive local exchange carrier ( CLEC ) that designs,
constructs, operates and manages state-of-the-art fiber optic networks and
facilities in 13 markets, primarily through joint ventures in the eastern half
of the U.S. The offering was arranged by Bear, Stearns & Co. Inc., Chase
Securities Inc. and NationsBanc Capital Markets, Inc.
The financing was a Unit offering, with each Unit consisting of $1,000
principal amount at maturity of Hyperion s 13% Senior Discount Notes due 2003
and one warrant to purchase 1.86452 shares of common stock of Hyperion. The
Units were issued at $532.72 each. The Notes will not require payment of
interest until October 15, 2001, and may not be redeemed prior to April 15,
2001.
Hyperion intends to utilize the proceeds from the offering to expand its 13
existing markets, complete the construction of new networks in four markets
and enter additional markets, repay certain indebtedness owed to Adelphia, and
for working capital purposes. All markets will be equipped with digital
switching equipment.
The Units are not registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from such registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of any securities referred to herein in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed as part of this report on Form 8-K,
i.) Exhibit 99.01 Press Release by Adelphia Communications
Corporation Dated March 28, 1996.
ii.) Exhibit 99.02 Press Release by Adelphia Communications
Corporation Dated March 29, 1996.
iii.) Exhibit 99.03 Press Release by Adelphia Communications
Corporation Dated March 21, 1996.
iv.) Exhibit 99.04 Press Release by Adelphia Communications
Corporation Dated April 15, 1996.
<PAGE>
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: April 5, 1996 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
/s/ Timothy J. Rigas
Timothy J. Rigas
Executive Vice President
<PAGE>
Exhibit Index
Exhibit No. Description
Exhibit 99.01 Press Release by Adelphia Communications Corporation dated
March 28, 1996
.
Exhibit 99.02 Press Release by Adelphia Communications Corporation dated
March 29, 1996
Exhibit 99.03 Press Release by Adelphia Communications Corporation dated
March 21, 1996
Exhibit 99.04 Press Release by Adelphia Communications Corporation dated
April 15, 1996
EXHIBIT 99.01
PRESS RELEASE
ADELPHIA COMMUNICATIONS ANNOUNCES PROPOSED TRANSACTIONS
Coudersport, Pa., March 28, 1996 -- Today, Adelphia Communications
Corporation (NASDAQ-NNM:ADLAC) ("Adelphia"), the family of John J.
Rigas, Chairman of Adelphia, and Telesat Cablevision, Inc., a wholly
owned subsidiary of FPL Group, Inc. ("Telesat"), announced several
proposed transactions they intend to complete during 1996. It is
expected that Olympus Communications, L.P., a joint venture between
Adelphia and Telesat, will be making a $60 million partner
distribution, $40 million of which would be distributed to Adelphia
and $20 million of which would be distributed to Telesat. Telesat
plans to use its $20 million distribution to purchase convertible
preferred stock of Adelphia and the Rigas family plans to exchange
with Adelphia its privately held interests in the Syracuse Hilton
Head Holdings cable systems serving approximately 250,000 cable
subscribers for shares of the same issue of Adelphia convertible
preferred stock. In addition, Adelphia intends to issue shares of
the convertible preferred stock to the public for cash which,
together with the issuances to Telesat and the Rigas family, would
be expected to raise estimated gross proceeds of at least $200
million. Finally, Adelphia would sell to Olympus cable television
systems serving approximately 54,000 subscribers in southern Florida
for an estimated $110 million in cash. Adelphia and Telesat have
reached agreement regarding the financing of such acquisition by
Olympus.
The consummation of these transactions will be subject to various
conditions including the negotiation and execution of definitive
agreements and documentation, the receipt of any necessary board,
shareholder and third-party consents or approvals, the receipt of
applicable appraisals or fairness opinions, and other customary
conditions. Any public offerings of securities by Adelphia will be
made only by means of a prospectus. Adelphia owns or manages cable
television systems that serve approximately 1.8 million subscribers
in 15 states.
Contact: Timothy J. Rigas, Executive Vice President of Adelphia,
814-274-9830.
EXHIBIT 99.02
PRESS RELEASE
ADELPHIA COMMUNICATIONS REANNOUNCES PROPOSED TRANSACTIONS
Coudersport, Pa., March 29, 1996 -- Adelphia Communications
Corporation (NASDAQ-NNM:ADLAC) ("Adelphia"), the family of John J.
Rigas, Chairman of Adelphia, and FPL Group, Inc. ("FPL Group"), the
parent of Florida Power & Light Company announced yesterday several
proposed transactions they intend to complete during 1996. It is
expected that Olympus Communications, L.P., a joint venture between
Adelphia and FPL Group, will be making a $60 million partner
distribution, $40 million of which would be distributed to Adelphia
and $20 million of which would be distributed to FPL Group. FPL
Group plans to use its $20 million distribution to purchase
convertible preferred stock of Adelphia and the Rigas family plans
to exchange with Adelphia its privately held interests in the
Syracuse Hilton Head Holdings cable systems serving approximately
250,000 cable subscribers for shares of the same issue of Adelphia
convertible preferred stock. In addition, Adelphia intends to issue
shares of the convertible preferred stock to the public for cash
which, together with the issuances to FPL Group and the Rigas
family, would be expected to raise estimated gross proceeds of at
least $200 million. Finally, Adelphia would sell to Olympus cable
television systems serving approximately 54,000 subscribers in
southern Florida for an estimated $110 million in cash. Adelphia
and FPL Group have reached agreement regarding the financing of such
acquisition by Olympus.
The consummation of these transactions will be subject to various
conditions including the negotiation and execution of definitive
agreements and documentation, the receipt of any necessary board,
shareholder and third-party consents or approvals, the receipt of
applicable appraisals or fairness opinions, and other customary
conditions. Any public offerings of securities by Adelphia will be
made only by means of a prospectus. Adelphia owns or manages cable
television systems that serve approximately 1.8 million subscribers
in 15 states.
Contact: Timothy J. Rigas, Executive Vice President of Adelphia,
814-274-9830.
PRESS RELEASE EXHIBIT 99.03
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President
(814) 274-9830
ADELPHIA ANNOUNCES HYPERION PRIVATE PLACEMENT
Coudersport, PA - March 21, 1996
Adelphia Communications Corporation ("Adelphia") announced today that its 89%
owned subsidiary, Hyperion Telecommunications, Inc., intends to offer to
institutional investors in a private placement an aggregate of approximately
$150.0 million (gross proceeds) units of Senior Discount Notes and warrants to
purchase common stock of Hyperion Telecommunications, Inc. Hyperion is a
leading competitive local exchange carrier, or CLEC, that designs, constructs,
operates and manages fiber optic networks and facilities in 13 markets
primarily through joint ventures in the eastern half of the United States.
Adelphia is the seventh largest cable television company in the United States
which currently owns or manages cable television systems that serve
approximately 1.65 million subscribers in 15 states.
Hyperion intends to use the net proceeds from the offering to fund capital
expenditures and investments in operating networks, for working capital
purposes, and to repay certain indebtedness owed to Adelphia. Hyperion
intends to continue to expand its existing networks and to construct new
networks in additional markets over the next two years.
The units will not be registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an applicable
exemption from such registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of any securities referred to herein in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the Securities laws of any such state.
HYPERION COMPLETES PRIVATE PLACEMENT Exhibit 99.04
Coudersport, PA., April 15, 1996 -- Adelphia Communications Corporation
(NASDAQ-NNM:ADLAC) announced today that its 89% owned subsidiary, Hyperion
Telecommunications, Inc., has realized gross proceeds of $175,264,800 from a
previously announced private placement to institutional investors. Hyperion
is a leading competitive local exchange carrier ( CLEC ) that designs,
constructs, operates and manages state-of-the-art fiber optic networks and
facilities in 13 markets, primarily through joint ventures in the eastern half
of the U.S. The offering was arranged by Bear, Stearns & Co. Inc., Chase
Securities Inc. and NationsBanc Capital Markets, Inc.
The financing was a Unit offering, with each Unit consisting of $1,000
principal amount at maturity of Hyperion s 13% Senior Discount Notes due 2003
and one warrant to purchase 1.86452 shares of common stock of Hyperion. The
Units were issued at $532.72 each. The Notes will not require payment of
interest until October 15, 2001, and may not be redeemed prior to April 15,
2001.
Hyperion intends to utilize the proceeds from the offering to expand its 13
existing markets, complete the construction of new networks in four markets
and enter additional markets, repay certain indebtedness owed to Adelphia, and
for working capital purposes. All markets will be equipped with digital
switching equipment.
Adelphia is the seventh largest cable television company in the United States
and currently owns or manages cable television systems that serve
approximately 1.65 million subscribers in 15 states.
The Units are not registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from such registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of any securities referred to herein in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
Contact: Timothy J. Rigas, Executive Vice President, (814) 274-9830.
