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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADELPHIA COMMUNICATIONS CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
006848105
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(CUSIP Number)
Ralph H. Booth, II, Booth American Company,
333 West Fort St., 12th Fl., Detroit, MI 48226
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information requried on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 006848105 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Booth American Company
IRS#: 380826060
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,571,428
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH N/A
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9 SOLE DISPOSITIVE POWER
3,571,428
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,571,428
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This statement relates to Class A common stock, par value $.01 per share,
of Adelphia Communications Corporation, a Delaware corporation (the "Issuer").
The address of the principal executive office of the Issuer is Main at Water
Street, Coudersport, PA 16915.
Item 2. Identity and Background.
(a) This statement is filed on behalf of Booth American Company, a Michigan
corporation.
(b) The principal business address of Booth American Company is 333 W. Fort
Street, 12th Floor, Detroit, MI 48226
(c) Booth American Company's principal business is communications, including
the operation of cable television systems.
(d) Booth American Company has not been involved or found liable in a criminal
proceeding in the last five years.
(e) Booth American Company has not, during the last five years, been party to
a civil proceeding of a judicial or administrative body with competent
jurisdiction as a result of which Booth American Company has become
subject to a judgement, decree or a final order enjoining future
violations of, or prohibiting or mandating activity subject to, Federal or
State securities laws or in which any violation with respect to such laws
was found.
Item 3. Source and Amount of Funds or Other Consideration.
Booth American Company obtained all of its shares of the Issuer pursuant
to the consummation on June 20, 1997 of an Agreement and Plan of Merger dated
November 11, 1996 among Virginia Acquisition Corporation (whose rights and
obligations were assigned to Blacksburg/Salem Cablevision, Inc. ("BSCI")),
Issuer, Booth American Company, Booth Communications of Virginia, Inc. ("BCV")
and Booth Communications of Virginia Assets Inc. ("BCVA") (the "Merger
Agreement"). Pursuant to the Merger Agreement, BCV and BCVA, wholly owned
subsidiaries of Booth American Company, were merged with and into BSCI and
Booth American Company received, in addition to other consideration, 3,571,428
shares of Issuer's Class A common stock, par value $.01 per share.
3
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Item 4. Purpose of Transaction.
Booth American Company has no present plan to (a) acquire additional
securities of the Issuer or to dispose of securities of the Issuer; (b) effect
an extraordinary corporate transaction; (c) sell or transfer a material
amount of the assets of the Issuer; (d) change the present board of directors
or management of the Issuer; (e) change the present capitalization or dividend
policy of the Issuer; (f) make any material change in the Issuer's business or
corporate structure; (g) change the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person; (h) cause a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) cause a class of equity securities of the
Issuer to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) take any
action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
Booth American Company owns 3,571,428 shares of Issuer's class A common
stock, par value $.01 per share; which based on the number of outstanding
shares as stated in the Issuer's 10-K for the year ended March 31, 1997 is 18%
of such stock. Booth American Company has sole voting power and the right to
dispose of each of its 3,571,428 shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The 3,571,428 shares of Issuer's Class A common stock, par value $.01 per
share, held by Booth American Company is subject to a Registration Rights
Agreement dated June 20, 1997 between Booth American Company and Issuer
pursuant to which Issuer has agreed to use best efforts to file a registration
statement on Form S-3 within 45 business days of June 20, 1997 and to keep such
registration effective until the second anniversary of the date such
registration becomes effective. The registration rights are subject to certain
limitations.
Item 7. Material to be Filed as Exhibits.
99.(a) Registration Rights Agreement dated June 20, 1997 between Booth
American Company and Issuer.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 30, 1997 Booth American Company
By: /s/ Ralph H. Booth, II
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Ralph H. Booth, II
Chairman of the Board, President
and Chief Financial Officer
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EXHIBIT INDEX
99(A) Registration Rights Agreement
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EXHIBIT 99.(A)
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, made as of this 20th day of June, 1997,
between BOOTH AMERICAN COMPANY, a Michigan corporation ("Holder") and ADELPHIA
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, pursuant to an Agreement and Plan of Merger dated
November 11, 1996 among the Company, Virginia Acquisition Corp., Holder, Booth
Communications of Virginia, Inc. and Booth Communications of Virginia Assets,
Inc. (the "Merger Agreement"), Holder is to acquire 3,571,428 shares (the
"Shares") of the Company's Class A common stock, par value $.01 per share (the
"Common Stock"); and
WHEREAS, the execution and delivery of this Agreement is a
condition to the transactions contemplated by the Merger Agreement; and
WHEREAS, Holder desires to have the Shares subject to the
rights described herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The term "Act" means the Securities Act of
1933, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same are in effect from time to time;
(b) The term "Commission" means the Securities
and Exchange Commission or any other federal agency at the time primarily
responsible for administering the Act;
(c) The term "Registrable Securities" means (1)
the Shares and (2) any capital stock of the Company or a successor to the
Company issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Shares, in each case, which are held by
Holder.
(d) The term "Rigas Shareholders" means
Dorellenic, Ionian Communications, L.P., Syracuse Hilton Head Holdings, L.P.,
Highland Holdings, John J. Rigas, Doris N. Rigas, Timothy J. Rigas, Michael J.
Rigas, James P. Rigas, Ellen K. Rigas, any of their respective spouses, estates
or lineal descendants, any trust created for the benefit of any such persons
or, while and to the extent they are serving in such capacity, the executors,
administrators or personal representatives of such persons, and any
corporation, partnership or other entity owned or controlled by one or more of
the Rigas Shareholders.
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2. Registration Under the Act.
(a) At any time after 150 days from the date
hereof through the second anniversary of the date hereof, the Holder shall have
the right to demand that the Company use its best efforts to register the
Registrable Securities, or a portion thereof (provided that no such demand may
be made for the registration of Registrable Securities having a market value of
less than $5,000,000). Upon receipt of such written demand, the Company shall
use its best efforts to file a registration statement on Form S-3 or another
appropriate form under the Act (including, if the Company is not eligible for
registration on Form S-3, Form S-1) covering the registration of the
Registrable Securities subject to such demand (provided that in no event will
such filing be required before the 180th day from the date hereof), and the
Company shall then use best efforts to cause such registration statement to be
filed and declared effective under the Act and kept effective until the earlier
of the second anniversary of the date hereof or the date when the Holder is
able to sell all remaining Registrable Securities in the succeeding 90 day
period without a prospectus delivery requirement under the Act. In no event
shall the Holder have the right to make more than two demands under this
Paragraph 2.
(b) Notwithstanding the foregoing, the Company
shall not be obligated to cause a registration statement to be filed and
declared effective pursuant to this Paragraph 2 or, if the registration
statement is effective, the Company may request the Holder not to (and upon
such request the Holder hereby agrees not to) make any sales pursuant thereto,
for up to two periods of sixty (60) days each, as the Company shall specify,
provided that the Company shall furnish to Holder a certificate signed by the
President or a Vice President of the Company stating that in the good faith
judgment of the Company it would be detrimental to the Company or its
shareholders for a registration statement to be filed or for sales to occur
under an effective registration statement and provided further that any such
period shall terminate upon a sale of the Company's stock by a Rigas
Shareholder. During any period that sales of Registrable Securities by the
Holder are restricted under this Paragraph, at the Holder's request, the
Company will give written notice to the Holder as soon as the restrictions on
sale terminate.
(c) Holder shall promptly notify the Company in
writing of any sales made pursuant to any registration statement filed pursuant
to this Agreement.
(d) The Company represents and warrants to the
Holder that it is currently eligible for registration on Form S-3 for secondary
offerings of the nature contemplated hereby.
3. Piggyback Registration.
(a) If at any time following the date hereof and
ending twenty-four (24) months following the date hereof, a registration
statement has not become effective under Paragraph 2 above and the Company
proposes to file a registration statement covering the registration of any of
its Common Stock under the Act in connection with the offering of such
securities by the Company or any of the Rigas Shareholders solely for cash on a
form (other
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than Form S-4 or Form S-8) that would also permit the concurrent registration
of the Registrable Securities, the Company shall promptly give Holders written
notice of such determination. Upon the written request of a Holder given
within fifteen (15) business days after mailing of any such notice by the
Company, the Company shall use best efforts to cause to be registered under the
Act all of the Registrable Securities that Holders have requested be
registered.
(b) Notwithstanding any other provision of
Paragraph 3, if the underwriter selected by the Company or the Rigas
Shareholders reasonably determines that factors require a limitation of the
number of shares to be underwritten, the underwriter may exclude some or all of
the Registrable Securities from such registration and underwriting provided
that any such partial exclusion shall be made on a pro rata basis among all the
requesting Holders.
(c) In the event that any registration of
Registrable Securities pursuant to this Paragraph 3 shall be, in whole or in
part, a firm commitment underwritten offering of securities of the Company, and
any request by such Holders to register Registrable Securities pursuant to
Paragraph 3 must specify that such Registrable Securities are to be included in
the underwriting on the same terms and conditions as the shares of Common
Stock, if any, otherwise being sold through underwriters under such
registration.
(d) The provisions of Paragraph 2(b) shall also
apply to registration statements under this Paragraph 3.
4. Registration Procedures. Whenever required under
Paragraphs 2 or 3 to use best efforts to effect the registration of any
Registrable Securities, the Company shall:
(a) Use best efforts to prepare and file with the
Commission a registration statement with respect to such Registrable Securities
and to cause such registration statement to become and remain effective;
provided, however, that in connection with any periods of proposed registration
under or in satisfaction of Paragraph 2, the Company shall in no event be
obligated to cause any such registration to remain effective after the second
anniversary of the date of effectiveness, excluding any periods of suspension
of sales during effectiveness pursuant to Paragraph 2(b) or 11 or occurring as
a result of an event described in the next succeeding sentence. In connection
therewith, the Company shall notify Holder of the happening of any event during
the period a registration statement is effective which makes any statement made
in such registration statement or the related prospectus untrue in any material
respect or which requires the making of any changes in such registration
statement or prospectus so that, as of such date, the statements therein are
not misleading and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading (which
advice shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made) and use best efforts to
promptly prepare a supplement or post-effective amendment to a registration
statement or the related prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities, such prospectus will not
contain any untrue statement of a material fact or omit to
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state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, that the Company shall not be required to update,
pursuant to this Paragraph 4, any such document during a period where the
Company shall, in good faith and using reasonable business judgment and based
upon the advice of outside counsel, believe that the premature disclosure of
any event or information would have a material effect on the Company, provided
further that the Company shall comply in all respects with the Act and the
Securities Exchange Act of 1934, as amended, together with all applicable rules
and regulations of the Securities and Exchange Commission promulgated
thereunder and all applicable state securities laws and regulations.
Holder agrees that, upon receipt of any such notice
from the Company of the happening of any event of the kind described herein,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to such registration statement until such Holder's receipt of the
copies of the supplemented or amended prospectus, and, if so directed by the
Company, such Holder will deliver to the Company (at its expense) all copies in
its possession, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder.
(d) Use its best efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such United States jurisdictions as shall be
reasonably requested by Holder for the distribution of the securities covered
by the registration statement, provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions, and further provided that (anything in this Agreement to the
contrary notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in
that jurisdiction be borne by selling shareholders, then such expenses shall be
payable by the Holder pro rata based upon the number of shares registered, to
the extent required by such jurisdiction.
5. Obligation to Furnish Information. It shall be a
condition precedent to the obligations of the Company to take any action
pursuant to this Agreement that Holder shall furnish to the Company such
information regarding Holder, or the Registrable Securities held by Holder, and
the intended method of disposition of such securities, as the Company shall
reasonably request or as shall be required in connection with the action to be
taken by
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the Company hereunder, including but not limited to information required by
Items 507 and 508 of Regulation S-K under the Act.
6. Expenses of Registration. All expenses incurred in
connection with a registration effected pursuant to Paragraph 2 (excluding a
Holder's pro rata qualification expenses under Paragraph 4(d), underwriters'
discounts and commissions, and counsel, advisory or consultant fees of a
selling Holder), including without limitation all registration and
qualification fees, printers' and accounting fees, and fees and disbursements
of counsel for the Company, shall be borne by the Company. Any expenses of a
registered offering under Paragraph 2 not required to be borne by the Company
shall be borne pro rata by the selling Holders.
7. Company Registration Expenses. In the case of any
registration effected pursuant to Paragraph 3, the Company shall bear any
additional registration and qualification fees and expenses (excluding
additional underwriters' discounts and commissions), and any additional costs
and disbursements of counsel for the Company that result from the inclusion of
securities held by the Holders in such registration. Any such additional
expenses of the registration not required to be borne by the Company shall be
borne by the selling Holders and any other stockholders participating in the
registration, pro rata on the basis of the amount of securities so registered;
provided, however, that if any such additional cost or expense is attributable
solely to a selling Holder and does not constitute a normal cost or expense of
such a registration, such cost or expense shall be allocated to such Holder.
In addition, each Holder shall bear the fees and costs of its own counsel,
advisors and consultants.
8. Underwriting Requirements. In connection with any
offering involving an underwriting of shares being issued by the Company or
sold by Rigas Shareholders under Paragraph 3, Holder hereby agrees to accept
the terms of the underwriting as agreed upon between the Company and/or the
Rigas Shareholders, as the case may be, and the underwriters selected by the
Company, to the extent such terms are not inconsistent with this Agreement and
no less favorable than those received by the Company and/or the Rigas
Shareholders.
9. Delay of Registration. Holder shall not have any
right to take any action to restrain, enjoin, or otherwise delay any
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable
Securities are included in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company
will indemnify and hold harmless each Holder joining in a registration, any
underwriter (as defined in the Act) for it, and each person, if any, who
controls such underwriter within the meaning of the Act, against any losses,
claims, damages, or liabilities, joint or several, to which they may become
subject under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based on any
untrue or alleged untrue statement of any material fact contained in such
registration statement, including any preliminary
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prospectus or final prospectus, or any amendments or supplements thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arise out of any violation by the Company
of any rule or regulation promulgated under the Act applicable to the Company
and relating to action or inaction required of the Company in connection with
any registration; and will reimburse such Holder, such underwriter, or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this Paragraph 10(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, expenses or action if such settlement is
effected without the consent of the Company (provided that the Company shall
not unreasonably withhold such consent) nor shall the Company be liable in any
such case for any such loss, claim, damage, liability, expenses, or action to
the extent that it arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in connection
with such registration statement, preliminary prospectus, final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by Holder.
(b) To the extent permitted by law, Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, and each agent and any
underwriter for the Company (within the meaning of the Act) against any losses,
claims, damages, or liabilities, joint or several, to which the Company and/or
any such director, officer, controlling person, agent, or underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus, or any amendments or supplements thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by Holder expressly for use in
connection with such registration; and Holder will reimburse any legal or other
expenses reasonably incurred by the Company and/or any such director, officer,
controlling person, agent, or underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Paragraph 10(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability,
expense or action if such settlement is effected without the consent of such
Holder.
(c) Promptly after receipt by an indemnified
party under this paragraph of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this paragraph, notify the indemnifying party in
writing of the commencement thereof and the indemnifying
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party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability
to the indemnified party under this paragraph, but the omission so to notify
the indemnifying party will not relieve him of any liability that he may have
to any indemnified party otherwise than under this paragraph.
(d) Contribution. If for any reason the
indemnification provided for in the preceding clauses (a) and (b) is
unavailable to an indemnified party or insufficient to hold it harmless as
contemplated by the preceding clauses (a) and (b), then the indemnifying party
will contribute to the amount paid or payable by the indemnified party as a
result of the loss, claim, damage liability or expense in the proportion as is
appropriate to reflect (i) the relative benefits received by the indemnified
party and the indemnifying party, (ii) the relative failure of the indemnified
party and the indemnifying party, and (iii) any other relevant equitable
considerations.
11. Lockup Agreement. In consideration for the Company
agreeing to its obligations under this Agreement, each Holder agrees in
connection with any registration of the Company's securities, upon the request
of the Company or the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities
(other than, subject to the requirements of Paragraphs 12, (a) those included
in the registration and (b) sale transactions not involving a public offering,
provided that the transferee of such Holder as a condition thereto and in
connection therewith, agrees to be bound by and joins into this Paragraph 11),
without the prior written consent of the Company or such underwriters, as the
case may be, for such period of time not to exceed 90 days from the effective
date of such registration as the Company or the underwriters may specify. The
restrictions under this Paragraph 11 shall be conditioned upon an understanding
that the Rigas Shareholders will be similarly restricted during any such
period. During any period that sales of Registrable Securities by the Holder
are restricted under this Paragraph, at the Holder's request, the Company will
give written notice to the Holder as soon as the restrictions on sale
terminate. The Company hereby agrees to give Holder among other things written
notice of the filing of a registration statement for a proposed underwritten
offering to which the restrictions in this Paragraph 11 could apply if so
requested. From and after the date of this Agreement, the Company shall not
enter into any agreement with any holder or prospective holder of any shares of
Common Stock providing for the granting to such holder of registration rights
unless such agreement includes the equivalent of this Paragraph 11 as a term.
12. Limitations on Assignment. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
successors and assigns; provided, that the registration rights granted to
Holder in Paragraph 2 and Paragraph 3 hereof may not be assigned or transferred
in whole or in part (a) by Holder to any transferee other than to a
shareholder of Holder that (i) was such a shareholder on the date of this
Agreement,
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(ii) provided all information reasonably requested by the Company in connection
with the issuance and sale of the Shares to Holder on the date hereof and (iii)
agrees to be bound by and joins in this Agreement as a Holder and thereby
agrees among other things to provide all necessary information to the Company
pursuant to Paragraph 5 in connection with a registration hereunder, and (b) by
any such shareholders of Holder to whom Registrable Securities are distributed,
except that the registration rights of any such shareholder who is an
individual may be transferred to the legal estate of such individual
shareholder who shall die after the date hereof, so long as such estate agrees
to be bound by and joins in this Agreement as a Holder and thereby agrees among
other things to provide all necessary information to the Company pursuant to
Paragraph 5 hereunder.
13. Information. The Company covenants and agrees to use
its best efforts to make and keep public information available, as required by
Rule 144(c) under the Act, at all times from the second anniversary of the date
hereof to the third anniversary of the date hereof, if any Registrable
Securities shall then be outstanding. The Company agrees to use its best
efforts not to cause the Common Stock to be removed from registration pursuant
to Section 12 of the Securities Exchange Act of 1934 or to be delisted from the
National Association of Securities Dealers Automated Quotations System National
Market System.
14. Termination. Unless sooner terminated pursuant to
the terms of this Agreement, the obligations of the Company pursuant to
Paragraphs 2 and 3 hereof as to any Holder's Registrable Securities, and the
Holder's restrictions under Paragraph 11 hereof, shall expire upon the earlier
of: (i) the sale or other disposition of such Registrable Securities by a
Holder, other than a sale or disposition in compliance with Paragraph 12
hereof, (ii) two years following the date of this Agreement or (iii) as to any
Holder, the date when such Holder's Registrable Securities then outstanding may
be resold during the succeeding three-month period without such Holder being
required to deliver a prospectus with respect thereto under the Act or the
rules and regulations promulgated thereunder. In addition to the foregoing,
the obligations of the Company pursuant to this Agreement shall terminate as to
any Holder which notifies the Company in writing that it does not wish to have
its Shares registered under Paragraph 2 hereof.
15. Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements and
negotiations relating thereto.
16. Governing Law. This Agreement, together with the
rights and obligations of the parties hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without regard to any jurisdiction's conflicts of laws provisions.
17. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
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18. Titles and Subtitles. The titles and subtitles used
in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement.
19. Notices. Any notice, request or other communication
required or permitted under this Agreement shall be given in writing and shall
be deemed to be effectively given upon (i) personal delivery, (ii) delivery by
U.S. Express Mail or other overnight courier service which provides evidence of
delivery, (iii) legible facsimile transmission, or (iv) the expiration of three
(3) days following deposit with the United States Postal Service, by registered
or certified mail, postage prepaid, addressed, in each case, as follows:
If to the Company:
Adelphia Communications Corporation
Attn: Jake Kane
Colin H. Higgin
5 West Third Street
Coudersport, Pennsylvania 16915
Telephone: (814) 274-9830
Facsimile: (814) 274-8631
with a copy to:
Buchanan Ingersoll Professional Corporation
5800 USX Tower, 600 Grant Street
Pittsburgh, Pennsylvania 15219
Attn: Bruce I. Booken, Esq.
Telephone: (412) 562-8839
Facsimile: (412) 562-1041
If to Holder:
333 W. Fort Street
12th Floor
Detroit, Michigan 48226
Attn: Ralph H. Booth, II
Telephone: 313-202-3360
Facsimile: (313) 202-3390
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with a copy to:
Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226
Attn: David Foltyn, Esq.
Telephone: (313) 256-7763
Facsimile: (313) 962-0176
or at such other address as any party may designate by ten (10) days advance
written notice to the other party in accordance with the provisions of this
Paragraph.
20. Amendments. This Agreement may not be amended
without the written consent of the Company and the holders of at least a
majority in interest of the then outstanding Registrable Securities.
(signatures continued on following page)
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<PAGE> 11
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed by a duly authorized representative as of the day first above
written.
HOLDER:
BOOTH AMERICAN COMPANY
By: /s/ Ralph H. Booth, II
Ralph H. Booth II
President and Chief Financial Officer
COMPANY:
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Michael J. Rigas
Michael J. Rigas
Executive Vice President
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