11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
X Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended March 31, 1996
____ Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition
period from ______________ to _____________
Commission File Number: 0-16014
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2417713
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 West Third Street
P.O. Box 472
Coudersport, PA 16915
(Address of principal executive offices) (Zip code)
814-274-9830
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation SK is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the form 10-K or any amendment to the
form 10-K. X
Aggregate market value of outstanding Class A Common stock $.01 par value,
held by non-affiliates of the Registrant at June 25, 1996 was $63.9 million
based on the closing sale price as computed by the NASDAQ National Market system
as of that date. For purposes of this calculation only, affiliates are deemed to
be directors and executive officers of the Registrant.
At June 25, 1996, 15,364,009 shares of Class A Common Stock, par value
$0.01,and 10,944,476 shares of Class B Common Stock, par value $0.01 per share,
of the registrant were outstanding.
<PAGE>
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report on
Form 10-K for the fiscal year ended March 31, 1996 as set forth in the pages
attached hereto:
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
Pursuant to the requirements of the securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADELPHIA COMMUNICATIONS CORPORATION
July 29, 1996 By: /s/ Timothy J. Rigas
- ---------------------
Timothy J. Rigas
Executive Vice President, Chief Financial Officer,
Treasurer and Director
July 29, 1996 By: /s/ Edward E. Babcock , Jr.
- ---------------------------
Edward E. Babcock, Jr.
Chief Accounting Officer
<PAGE>
Item 10. Directors and Executive Officers of the Registrant
The information set forth in Part I under the caption "Executive Officers
of the Registrant" is incorporated herein by reference. All of the following
nominees for director are currently directors who were first elected or
appointed as directors in 1986 except for Mr. Dennis Coyle. Mr. Coyle was first
elected as a director of the Company in 1995.
Perry S. Patterson
Age 79
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.
John J. Rigas
Age 71
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 42
Michael J. Rigas is Executive Vice President of Adelphia and Executive Vice
President of most of its subsidiaries. Since 1981, Mr. Rigas has served as a
Senior Vice President, 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 40
Timothy J. Rigas is Executive Vice President and also serves as Chief
Financial Officer and Treasurer of Adelphia and Executive Vice President of most
of its subsidiaries. Since 1979, Mr. Rigas has served as a Senior Vice
President, 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.
James P. Rigas
Age 38
James P. Rigas is Executive 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
Daniel R. Milliard is 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 56
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.
Dennis P. Coyle
Age 58
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.
Section 16(a) Beneficial Ownership Reporting Compliance
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, 1995 through March 31, 1996.
Item 11. 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, 1996 to the Company's Chief Executive
Officer and the four most highly compensated executive officers whose
compensation exceeded $100,000 in salary and bonus during fiscal 1996:
<TABLE>
<CAPTION>
Annual Compensation
All Other
Fiscal Salary Compensation(a)(b)
Name and Principal Position Year ($) ($)
- --------------------------- ---- ---- ---
<S> <C> <C> <C>
John J. Rigas 1996 641,963 474,495
Chairman, President and 1995 595,933 293,750
Chief Executive Office 1994 576,153 119,750
Michael J. Rigas 1996 205,948 10,750
Executive Vice President, 1995 124,658 10,950
Operations 1994 124,658 10,750
Timothy J. Rigas 1996 205,948 10,750
Executive Vice President, Chief 1995 124,658 10,950
Financial Officer and Treasurer 1994 124,658 10,750
James P. Rigas 1996 205,948 11,201
Executive Vice President, 1995 124,658 11,250
Strategic Planning 1994 124,658 10,750
Daniel R. Milliard 1996 207,474 5,250
Senior Vice President and 1995 187,412 5,350
Secretary 1994 183,484 5,250
- ----------
<FN>
(a) Fiscal 1996, 1995 and 1994 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 $200,000, $10,000, $10,000, $10,451, and $4,500, respectively, during fiscal
1996, $293,000, $10,200, $10,200, $10,500 and $4,600, respectively, during fiscal 1995, and $119,000, $10,000, $10,000,
$10,000 and $4,500, respectively, during fiscal 1994, on policies owned by the respective named executive officers; (ii)
$250,829 for John J. Rigas which represents the dollar value of the benefit of the whole-life portion of the premiums
paid by the Company during fiscal 1996 pursuant to a split-dollar life insurance arrangement projected on an actuarial
basis; (iii) $22,916 for John J. Rigas which represents payments by the Company during fiscal 1996 pursuant to a
split-dollar life insurance arrangement that is attributable to term life insurance coverage; and (iv) $750 in Company
matching contributions for each executive officer under the Company's 401(k) savings plan for each of fiscal 1996, 1995
and 1994. 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."
In accordance with an agreement related to the split-dollar insurance life arrangement referred to above, the Company
will be reimbursed for all premiums paid related to such arrangement upon the earlier of death of both the insured and
his spouse or termination of the insurance policies related to such arrangement.
(b) Does not include the value of certain non-cash compensation to the named individuals which did not exceed the lesser of
$50,000 or 10% of such individuals' total annual salary shown in the table.
</FN>
</TABLE>
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
1996.
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 listed in note
(a)(i) to the Summary Compensation Table 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 their salary plus the amount of
insurance premiums payable under such officer's employment agreement which, as
of April 1, 1996, in the aggregate in the case of John J. Rigas would be
approximately $157,000.
During fiscal 1996 the Company paid the annual premiums related to a
split-dollar life insurance arrangement for joint and survivor life insurance
coverage for John J. Rigas and his spouse. Upon the earlier of the death of Mr.
Rigas and the death of his spouse or the termination of the arrangement, the
Company will recover all of the premiums previously paid by the Company. The
compensation related to such arrangement is derived as described in notes
(a)(ii) and (iii) to the Summary Compensation Table above.
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, based on information available to the
Company as of July 24, 1996, 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 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 (e) -- --
Perry S. Patterson 3,250 (f) -- --
Pete J. Metros 100 (f) -- --
Dennis P. Coyle -- (f) -- --
All executive officers and directors
as a group (eight persons) 17,414,485(a)(c) (b) 10,572,731(c) 96.6%
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. 1,652,500(k) 10.8% -- --
333 South Hope Street
Los Angeles, California 90071
Telesat Cablevision, Inc. 1,091,399(1) 7.1% -- --
700 Universe Blvd.
Juno Beach, Florida 33408
- ----------
<FN>
(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 to direct the voting of shares of Class A Common Stock in the following amounts: John
J. Rigas, 424,500 shares--64,400 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 SHHH. Each of John J. Rigas, Michael J.
Rigas, Timothy J. Rigas and James P. Rigas also share 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 (eight persons), would be 59.9%, 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 67.5%.
(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. 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 and other information provided to the Company, certain operating subsidiaries of the
named entity have sole dispositive power with respect to all of such shares, and sole voting power with respect to 572,500 of
such shares. An operating subsidiary of the named entity, Capital Research and Management Company, exercises sole dispositive
power with respect to 1,080,000 of such shares. Capital Guardian Trust Company and Capital International, S.A., which also
are operating subsidiaries of the named entity, exercise sole dispositive power and sole voting power with respect to 536,500
and 36,000 of such shares, respectively.
(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., FPL Group, Inc., the parent of FPL Group Capital, Inc., and Cable
L.P. I, Inc. and Telesat Cablevision of South Florida, Inc., subsidiaries of Telesat Cablevision, Inc. Telesat Cablevision,
Inc. is the Company's joint venture partner in Olympus and is also a holder of in excess of five percent of the Company's
Class A Common Stock. The consent of both the Company and Telesat Cablevision, Inc. is required under the Olympus partnership
agreement for certain material transactions. Mr. Dennis P. Coyle, is the nominee of Telesat for election to the Board of
Directors of the Company.
</FN>
</TABLE>
- ----------
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
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.
Item 13. Certain Relationships and Related Transactions
Management Services
During the fiscal year ended March 31, 1996, 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 $3,062,000
for fiscal 1996. 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 1996, 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 totaled $127,000 for fiscal
1996.
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 $560,000 in fiscal 1996. Of these
leases, $451,000 in principal amount is capitalized by the Company for financial
reporting purposes at March 31, 1996. 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.
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, 1996 are summarized below. Interest is charged
on such loans to affiliates at rates which ranged from 7.5% to 15% for the year
ended March 31, 1996.
Total interest income on loans to affiliates, excluding Olympus, aggregated
$4,023,000 for fiscal 1996. In addition, net settlement amounts under interest
rate swap agreements with the Managed Partnerships, recorded as adjustments to
interest expense during the period incurred, increased the Company's interest
expense by $826,000 for fiscal 1996.
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 $39,870,000
at March 31, 1996.
During fiscal 1996 the Company received net payments on advances of
$265,000 from Dorellenic. At March 31, 1996, net receivables from Dorellenic
(including accrued interest) were $24,475,000.
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, 1996, the outstanding amount of these loans, which
mature in calendar 1996, 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 1996 was
$64,550,000 at March 31, 1996.
Co-Borrowing Agreement
On March 29, 1996, a subsidiary of the Company entered into a $200,000,000
loan agreement with a Managed Partnership and an Olympus subsidiary, as
co-borrowers. See "Item 12. Security Ownership of Certain Beneficial Owners and
Management."
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
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.
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 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.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(3) Exhibits
Exhibit No. Description
10.33 First Amendment to the Olympus Communications, L.P. Second Amended and
Restated Limited Partnership Agreement, dated September 1, 1995
(Filed herewith)
10.34 First Amendment to the Olympus Communications, L.P. Second Amended and
Restated Limited Partnership Agreement, dated March 29, 1996
(Filed herewith)
10.35 Second Amendment to the Olympus Communications, L.P. Second Amended
and Restated Limited Partnership Agreement, dated June 27, 1996
(Filed herewith)
OLYMPUS COMMUNICATIONS, L.P.
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
This First Amendment to the Second Amended and Restated
Limited Partnership Agreement of Olympus Communications, L.P. entered into as of
February 28, 1995 is made effective as of the 1st day of September, 1995, by and
among ACP Holdings, Inc., a Delaware corporation ("ACP Holdings"), as the
managing general partner (the "Managing General Partner"), ACP Holdings, Inc.,
as a preferred limited partner (a "Preferred Limited Partner"), Cable GP, Inc. a
Florida corporation ("Cable GP"), as the general partner (the "General
Partner"), Cable LP III, Inc., a Florida corporation ("Cable LP III"), as the
limited partner (the "Limited Partner"), Cable LP III, Inc., as a senior limited
partner (the "Senior Limited Partner") and Cable LP III, Inc., as a preferred
limited partner (a "Preferred Limited Partner" and together with the other
Preferred Limited Partner, the "Preferred Limited Partners"). The Managing
General Partner, the General Partner, the Limited Partner, the Preferred Limited
Partners and the Senior Limited Partner shall collectively be referred to as the
"Partners."
WITNESSETH:
WHEREAS, the Partners entered into the Second Amended and
Restated Limited Partnership Agreement as of February 28, 1995 (the "Partnership
Agreement") and agreed to be governed by the provisions of the Delaware Revised
Uniform Limited Partnership Act and the Partnership Agreement;
WHEREAS, the Partners desire to execute this First Amendment
to the Second Amended and Restated Limited Partnership Agreement to reflect the
amendment of certain provisions of the Partnership Agreement; and
WHEREAS, each of the capitalized terms not defined herein
shall have the meaning ascribed to them in the Partnership Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein and intending to be legally bound, the Partners agree as
follows:
<PAGE>
1. Section 10.7 of the Partnership Agreement is hereby amended
by adding thefollowing new Section 10.7(F):
(F) If the Telesat Partners purchase the Interests
held by the Managing General Partner and the ACP Preferred
Limited Partners pursuant to the provisions of this Section
10.7, the Partners hereby agree that ACP Holdings or its
designee shall have the right, but not the obligation, to
purchase any partnership interests in Starpoint, Limited
Partnership ("Starpoint") that are required to be purchased by
the Partnership pursuant to Section 9.12 of that Second
Amended and Restated Limited Partnership Agreement of
Starpoint, Limited Partnership dated as of September 1, 1995
(the "Starpoint Partnership Agreement"). ACP Holdings or its
designee shall purchase any such partnership interests in
Starpoint by delivery of Class A common stock of Adelphia
Communications Corporation in accordance with Section 9.12 of
the Starpoint Partnership Agreement. Immediately upon any such
purchase by ACP Holdings or its designee, such partnership
interests in Starpoint shall be purchased by the Telesat
Partners delivering either (i) cash equal to the price paid by
ACP Holdings or its designee for such partnership interests in
Starpoint or (ii) shares of common stock of FPL Group, Inc.
with a value equal to the price paid by ACP Holdings or its
designee for such partnership interests in Starpoint. The
common stock of FPL Group, Inc. delivered by the Telesat
Partners will be tradeable as set forth in a Registration
Rights Agreement to be entered into by FPL Group, Inc. and the
person receiving the FPL Group, Inc. common stock, which
Registration Rights Agreement will be substantially similar to
the Registration Rights Agreement entered into by Adelphia
Communications Corporation pursuant to Section 9.12 of the
Starpoint Partnership Agreement. The common stock of FPL
Group, Inc. shall be valued at the weighted average of its
closing price for ten trading days prior to delivery of such
stock, as reported in the Wall Street Journal, Midwest
Edition. 2. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original,
but all of which shall be deemed an original, but all of
which taken together shall constitute one and the same
instrument. Delivery of executed signature pages hereof by
facsimile transmission shall constitute effective and binding
execution and delivery hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this First
Amendment to the Second Amended and Restated Limited Partnership Agreement as of
the date first above written.
MANAGING GENERAL PARTNER:
ACP HOLDINGS, INC.
By: /s/ Timothy Rigas
Name:
Title: Vice President
GENERAL PARTNER:
CABLE GP, INC.
By: /s/ Dennis P. Coyle
Name:
Title: President
LIMITED PARTNER:
CABLE LP III, INC.
By: /s/ Dennis P. Coyle
Name:
Title: President
PREFERRED LIMITED PARTNERS:
ACP HOLDINGS, INC.
By: /s/ Timothy Rigas
Name:
Title: Vice President
CABLE LP III, INC.
By: /s/ Dennis P. Coyle
Name:
Title: President
SENIOR LIMITED PARTNER:
CABLE LP III, INC.
By: /s/ Dennis P. Coyle
Name:
Title: President
EXHIBIT
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
OLYMPUS COMMUNICATIONS, L.P.
THIS FIRST AMENDMENT dated as of March 29, 1996 to the Second Amended
and Restated Limited Partnership Agreement of Olympus Communications, L.P. made
as of the 28th day of February, 1995 by and among ACP Holdings, Inc., a Delaware
corporation ("ACP"), as the managing general partner, ACP, as a Preferred
Limited Partner, Cable GP, Inc., a Florida corporation ("Cable GP"), as a
general partner, Cable LP III, Inc., a Florida corporation ("Cable LP III") as a
Limited Partner, Cable LP III, as a Preferred Limited Partner, and Cable LP III,
as a Senior Limited Partner.
WHEREAS, ACP, Cable GP and Cable LP III are parties to the Second
Amended and Restated Limited Partnership Agreement of Olympus Communications,
L.P., (the "Olympus Partnership Agreement"), dated as of February 28, 1995;
WHEREAS, ACP, Cable GP and Cable LP III wish to amend the Olympus
Partnership Agreement to reflect certain agreements among the parties; and
WHEREAS, contemporaneously herewith, the Investment Agreement among
Telesat Cablevision, Inc., Cable GP, Cable LP III, Adelphia Communications
Corporation, ACP, and certain other parties, dated as of February 28, 1995, (the
"Investment Agreement") is being amended.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound hereby, do covenant
and agree to be bound by the terms of this Amendment.
1. Definitions. Defined terms herein which are not otherwise
defined shall havethe meanings ascribed to them in the Olympus Partnership
Agreement.
2. Amendments to Article 7 of the Olympus Partnership Agreement.
(a) Section 7.1 of the Olympus Partnership Agreement is hereby
amended in its entirety to read as follows:
<PAGE>
"Profits. After giving effect to the allocations set forth in
Sections 7.4, 7.5 and 7.6 hereof, Profits shall be allocated as follows:
-------
(a) First, to the Managing General Partner and the General
Partner in an amount equal to (i) the cumulative Losses allocated to such
Partners for all prior years beginning February 28, 1995 pursuant to Section
7.2(c) over (ii) the cumulative Profits allocated to such Partners for all prior
years beginning February 28, 1995 pursuant to this Section 7.1(a);
(b) Second, to the Managing General Partner and any Partner
holding Units acquired directly or indirectly from the Managing General Partner
in an amount equal to the excess of (i) the cumulative Losses allocated to such
Partners for all prior years beginning February 28, 1995 pursuant to Section
7.2(b) over (ii) the cumulative Profits allocated to such Partners for all prior
years beginning February 28, 1995 pursuant to Section 7.1(b), 7.5 and 7.6;
(c) Third, 1% to the Managing General Partner and 99% to Cable
LP III in an amount equal to the excess of (i) the cumulative Losses allocated
to such Partners for all prior years beginning February 28, 1995 pursuant to
Section 7.2(a) over (ii) the cumulative Profits allocated to such Partners for
all prior years beginning February 28, 1995 pursuant to Section 7.1(c), 7.5 and
7.6, except to the extent allocated pursuant to Section 7.1(b) hereof; and
(d) Fourth, two-thirds pro rata to the Managing General
Partner and any Partner holding Units acquired directly or indirectly from the
Managing General Partner and one-third pro rata to the Partners holding Units
(other than the Managing General Partner and any Partner holding Units acquired
directly or indirectly from the Managing General Partner)."
(b) Section 7.2 of the Olympus Partnership Agreement is hereby
amended in its entirety to read as follows:
"Losses. After giving effect to the allocations set forth in
Sections 7.4, 7.5 and 7.6, hereof, Losses shall be allocated as follows:
------
(a) First, 1% to the Managing General Partner and 99% to Cable
LP III until such allocation would cause Cable LP III to have an Adjusted
Capital Account Deficit;
(b) Second, to the Managing General Partner and any Partner
holding Units acquired directly or indirectly from the Managing General Partner
pro rata until such allocation would cause all such Partners to have an Adjusted
Capital Account Deficit; and
(c) Third, two-thirds to the Managing General Partner and
one-third to the General Partner"
3. Amendments to Article 8 of the Olympus Partnership Agreement.
(a) Section 8.3(D) of the Olympus Partnership Agreement is
hereby amended in its entirety to read as follows:
"(D) The Managing General Partner shall prepare or cause to be prepared
all Federal, state and local tax returns of the Partnership for each year for
which such returns are required to be filed. The Managing General Partner shall
deliver to the General Partner a copy of a substantially completed draft of each
Federal, state and local income tax return of the Partnership and of each
subsidiary of the Partnership not less than 45 days prior to the date each
return is to be filed. If the General Partner disagrees with any position taken
on a tax return, it shall notify the Managing General Partner not less than 15
days prior to the date the return is to be filed. The Managing General Partner
and the General Partner agree to negotiate in good faith any dispute with
respect to positions taken on such returns. The Tax Matters Partner designated
in Section 8.5 shall promptly notify all other Partners of any Partnership
audits by the Service or any state or local taxing authority."
(b) Section 8.5(B) of the Olympus Partnership Agreement is
hereby amended in its entirety to read as follows:
"(B) Each of the Partners (including the Tax Matters Partner) agrees
that it will not, and will not cause a subsidiary of the Partnership to, enter
into a settlement agreement with the Internal Revenue Service (or any state or
local taxing authority) with respect to the determination of any Partnership
Item without the consent of the General Partner."
(c) Section 8.5 of the Olympus Partnership Agreement is
hereby amended to add the following new subsections:
"(G) The General Partner and its representatives shall have the right,
at its sole discretion, to fully participate in any audit or other informal or
formal proceeding conducted by any Federal, state or local taxing authority with
respect to any return of the Partnership or any subsidiary of the Partnership.
(H) At its sole discretion, the General Partner may elect to become the
Tax Matters Partner in substitution of the Managing General Partner for any
fiscal year which it so elects. Upon such election the General Partner shall
have all of the powers granted to the Tax Matters Partner in this Section 8.5
and the Managing General Partner shall have all of the powers granted to the
General Partner in this Section 8.5 including, without limitation, the powers
set forth in Section 8.5 (B) and (G). Further, the General Partner may elect to
act on behalf of the Partnership as Tax Matters Partner for any subsidiary of
the Partnership."
4. Distribution to ACP. Notwithstanding the provisions of Section 7.3
of the Olympus Partnership Agreement, the parties agree that the Partnership
shall make a distribution to ACP of $40,000,000 and that the Preferred Limited
Partner Capital Account of ACP shall be reduced by $40,000,000. Further, the
parties agree that the Cable LP III Preferred Limited Partner Capital Account
shall be reduced by $20,000,000 in order to maintain a ratio of 2 to 1 of ACP s
Preferred Limited Partner Capital Account to Cable LP III s Preferred Limited
Partner Capital Account.
5. Effective Date.
(a) The amendments made by Section 2 and 3 of this Amendment
shall be effective as of February 28, 1995. The amendments made by Section 4 of
this Amendment shall be effective as of the date of this Amendment.
(b) Except as amended by this Amendment, the Olympus
Partnership Agreement shall remain in full force and effect.
6. Counterparts. The parties hereto may execute this Amendment
in any number of counterparts, each of which when executed and delivered shall
be an original; but all such counterparts shall constitute one and the same
instrument.
------------
[Signatures on next page]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized officers or attorneys-in-fact as of the day and year first above
written.
ACP HOLDINGS, INC.
By:/s/ Timothy J. Rigas
Name: Timothy J. Rigas
Title: Executive Vice President
GENERAL PARTNER
CABLE GP, INC.
By: /s/ L. J. Gelber
Name: L.J. Gelber
Title: Vice President
LIMITED PARTNER
CABLE LP III, INC.
By: L. J. Gelber
Name: L. J. Gelber
Title: Vice President
PREFERRED LIMITED PARTNERS
ACP HOLDINGS, INC.
By: /s/ Timothy J. Rigas
Name: Timothy J. Rigas
Title: Executive Vice President
CABLE LP III, INC.
By:/s/ L.J. Gelber
Name: L.J. Gelber
Title: Vice President
SENIOR LIMITED PARTNER
CABLE LP III, INC.
By:/s/ L. J. Gelber
Name: L.J. Gelber
Title: Vice President
<PAGE>
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
limited partnership agreement of
olympus communications, l.p.
THIS SECOND AMENDMENT dated as of June 27, 1996 to the Second Amended
and Restated Limited Partnership Agreement of Olympus Communications, L.P. made
as of the 28th day of February, 1995 by and among ACP Holdings, Inc., a Delaware
corporation ("ACP"), as the managing general partner, ACP, as a Preferred
Limited Partner, Cable GP, Inc., a Florida corporation ("Cable GP"), as a
general partner, Cable LP III, Inc., a Florida corporation ("Cable LP III") as a
Limited Partner, Cable LP III, as a Preferred Limited Partner, and Cable LP III,
as a Senior Limited Partner.
WHEREAS, ACP, CABLE GP AND CABLE LP III ARE PARTIES TO THE SECOND
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF OLYMPUS COMMUNICATIONS,
L.P. (THE "OLYMPUS PARTNERSHIP AGREEMENT"), DATED AS OF FEBRUARY
28, 1995;
WHEREAS, ACP, CABLE GP AND CABLE LP III ACKNOWLEDGE THAT THEY HAVE
EXECUTED TWO SEPARATE FIRST AMENDMENTS TO THE OLYMPUS PARTNERSHIP AGREEMENT, ONE
OF WHICH IS DATED EFFECTIVE AS OF SEPTEMBER 1, 1995 AND ONE OF WHICH IS DATED AS
OF MARCH 29, 1996; AND
WHEREAS, ACP, CABLE GP AND CABLE LP III NOW RECOGNIZE THAT SECTION 4 OF
THE FIRST AMENDMENT DATED AS OF MARCH 29, 1996 TO THE OLYMPUS PARTNERSHIP
AGREEMENT DOES NOT PROPERLY REFLECT THE INTENTIONS AND AGREEMENTS OF THE
PARTIES.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND HEREBY, DO COVENANT
AND AGREE TO BE BOUND BY THE TERMS OF THIS AMENDMENT.
I. DEFINITIONS. DEFINED TERMS HEREIN WHICH ARE NOT OTHERWISE
DEFINED SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE OLYMPUS PARTNERSHIP
AGREEMENT.
A. FIRST AMENDMENTS TO THE OLYMPUS PARTNERSHIP AGREEMENT. THE PARTIES
ACKNOWLEDGE AND AGREE THAT EACH OF THE FIRST AMENDMENTS TO THE OLYMPUS
PARTNERSHIP AGREEMENT REFERRED TO ABOVE ARE EFFECTIVE AND IN FULL FORCE AND
EFFECT, EXCEPT AS EXPRESSLY MODIFIED BY THIS SECOND AMENDMENT.
B. DISTRIBUTION TO ACP. SECTION 4 OF THE FIRST AMENDMENT DATED AS OF
MARCH 29, 1996 TO THE OLYMPUS PARTNERSHIP AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
DISTRIBUTION TO ACP. NOTWITHSTANDING THE PROVISIONS OF SECTION 7.3 OF
THE OLYMPUS PARTNERSHIP AGREEMENT, THE PARTIES AGREE THAT THE
PARTNERSHIP SHALL MAKE A DISTRIBUTION ON MARCH 29, 1996 TO
<PAGE>
ACP OF $40,000,000 IN PAYMENT OF ACCRUED UNPAID PRIORITY RETURN ON THE
PREFERRED LIMITED PARTNER INTERESTS AND A RETURN OF PREFERRED LIMITED
PARTNER INTERESTS. FURTHER, THE PARTIES AGREE THAT THE CABLE LP III
PREFERRED LIMITED PARTNER CAPITAL ACCOUNT AND ACCRUED UNPAID PRIORITY
RETURN ON PREFERRED LIMITED PARTNER INTEREST SHALL BE REDUCED BY
$20,000,000 SO THAT THE RATIO OF (I) ACP'S PREFERRED LIMITED PARTNER
CAPITAL ACCOUNT PLUS THE ACCRUED UNPAID PRIORITY RETURN ON PREFERRED
LIMITED PARTNER INTERESTS HELD BY ACP TO (II) CABLE LP III'S PREFERRED
LIMITED PARTNER CAPITAL ACCOUNT PLUS THE ACCRUED UNPAID PRIORITY RETURN
ON THE PREFERRED LIMITED PARTNER INTERESTS HELD BY CABLE LP III SHALL
REMAIN AT THE RATIO OF 2 TO 1.
EFFECTIVE
DATE.
(A) THE AMENDMENTS MADE BY THIS AMENDMENT SHALL BE EFFECTIVE AS OF MARCH 29,
1996.
(B) EXCEPT AS AMENDED BY THIS SECOND AMENDMENT AND THE FIRST AMENDMENTS REFERRED
TO HEREIN, THE OLYMPUS PARTNERSHIP AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT.
5. COUNTERPARTS. THE PARTIES HERETO MAY EXECUTE THIS AMENDMENT IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL;
BUT ALL SUCH COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. DELIVERY
OF EXECUTED SIGNATURE PAGES HEREOF BY FACSIMILE TRANSMISSION SHALL CONSTITUTE
EFFECTIVE AND BINDING EXECUTION AND DELIVERY HEREOF.
[SIGNATURES
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<PAGE>
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS SECOND AGREEMENT BY
THEIR DULY AUTHORIZED OFFICERS OR ATTORNEYS-IN-FACT AS OF THE DAY AND YEAR FIRST
ABOVE WRITTEN.
MANAGING GENERAL PARTNER:
ACP HOLDINGS, INC.
BY: /S/ JAMES BROWN
NAME:
TITLE: VICE PRESIDENT - FINANCE
GENERAL PARTNER:
CABLE GP, INC.
BY: /S/ L.J. GELBER
NAME:
TITLE: VICE PRESIDENT
LIMITED PARTNER:
CABLE LP III, INC.
BY: /S/ L.J. GELBER
NAME:
TITLE: VICE PRESIDENT
<PAGE>
PREFERRED LIMITED PARTNERS:
ACP HOLDINGS, INC.
BY: /S/ JAMES BROWN
NAME:
TITLE: VICE PRESIDENT - FINANCE
CABLE GP, INC.
BY: /S/ L.J. GELBER
NAME:
TITLE: VICE PRESIDENT
SENIOR LIMITED PARTNER:
CABLE LP III, INC.
BY: /S/ L.J. GELBER
NAME:
TITLE: VICE PRESIDENT
