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) July 7, 1997
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16014 23-2417713
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Main at Water Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
Item 5. Other Events
(a) On July 7, 1997 Adelphia Communications Corporation ("Adelphia") announced
that it has sold $150,000,000 in 10-1/2% Senior Notes due 2004 to institutional
investors in reliance on Rule 144A and 13% Cumulative Exchangeable Preferred
Stock with an aggregate liquidation preference of $150,000,000 to institutional
investors in reliance on Rule 144A and to an affiliate of the family of John
Rigas, Chairman of Adelphia. The non-interest terms of the 10-1/2% Senior Notes
due 2004 will be similar to those of its existing publicly held senior debt.
Adelphia also announced that it has sold perpetual Convertible Preferred Stock
with an aggregate liquidation preference of $100,000,000 in a private placement
to the Rigas family affiliate and Telesat Cablevision, Inc. ("Telesat"), a
wholly owned subsidiary of FPL Group, Inc., a New York Stock Exchange company.
The Convertible Preferred Stock will accrue dividends at the rate of 8-1/8% of
the liquidation preference per annum, and will be convertible at $8.48 per share
into an aggregate of 11,792,450 shares of Class A Common Stock of Adelphia. The
Convertible Preferred Stock is redeemable at the option of Adelphia after three
years from the date of issuance at a premium declining to par. The closing of
the offerings of 10-1/2% Senior Notes due 2004 and 13% Cumulative Exchangeable
Preferred Stock were both conditioned on the completion of the sale of the
Convertible Preferred Stock.
The press release announcing these matters is incorporated herein by reference
and attached hereto as Exhibit 99.01.
(b) On June 20, 1997, Adelphia acquired cable systems from Booth Communications
Company serving 25,800 subscribers in the Virginia cities of Blacksburg and
Salem. These systems were acquired for an aggregate purchase price of
$54,500,000 comprised of 3,571,428 million shares of Adelphia's Class A Common
Stock and $29,500,000 cash. The acquisition was accounted for under the purchase
method of accounting.
Item 7. Financial Statements and Exhibits
Exhibit 99.01 Press release issued July 7, 1997.
<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: July 11, 1997 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.01 Press release issued July 7, 1997.
<PAGE>
Exhibit 99.01
ADELPHIA ANNOUNCES
OFFERINGS OF DEBT AND PREFERRED STOCK
Coudersport, PA., July 7, 1997-- Adelphia Communications Corporation
(NASDAQ-NNM:ADLAC) announced that it has sold $150,000,000 in 10-1/2% Senior
Notes due 2004 to institutional investors in reliance on Rule 144A and 13%
Cumulative Exchangeable Preferred Stock with an aggregate liquidation preference
of $150,000,000 to institutional investors in reliance on Rule 144A and to an
affiliate of the family of John Rigas, Chairman of Adelphia. The non-interest
terms of the 10-1/2% Senior Notes due 2004 will be similar to those of its
existing publicly held senior debt.
Adelphia also announced that it has sold perpetual Convertible Preferred Stock
with an aggregate liquidation preference of $100,000,000 in a private placement
to the Rigas family affiliate and Telesat Cablevision, Inc. ("Telesat"), a
wholly owned subsidiary of FPL Group, Inc., a New York Stock Exchange company.
The Convertible Preferred Stock will accrue dividends at the rate of 8-1/8% of
the liquidation preference per annum, and will be convertible at $8.48 per share
into an aggregate of 11,792,450 shares of Class A Common Stock of Adelphia. The
Convertible Preferred Stock is redeemable at the option of Adelphia after three
years from the date of issuance at a premium declining to par. The closing of
the offerings of 10-1/2% Senior Notes due 2004 and 13% Cumulative Exchangeable
Preferred Stock were both conditioned on the completion of the sale of the
Convertible Preferred Stock.
Adelphia intends to use the net proceeds from the sale of the Convertible
Preferred Stock and the offerings of 10-1/2% Senior Notes due 2004 and 13%
Cumulative Exchangeable Preferred Stock to repay existing indebtedness of
subsidiaries.
The Convertible Preferred Stock, the 10-1/2% Senior Notes due 2004 and the 13%
Cumulative Exchangeable Preferred Stock have not been 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 registration requirements.
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.
Adelphia Communications Corporation is the seventh largest cable television
operator in the United States and currently owns or manages cable television
systems serving approximately 1.9 million subscribers in 12 states.
Contact: Timothy J. Rigas, Executive Vice President (814) 274-9830.
