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) June 23, 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
On June 23, Adelphia Communications, Inc. ("Adelphia") announced that it had
reached an agreement to sell perpetual Convertible Preferred Stock. Adelphia
also announced that it is proposing to offer Senior Notes due 2007 (the "Senior
Notes") and Exchangeable Preferred Stock due 2009 (the "Exchangeable Preferred
Stock") of Adelphia in reliance on Rule 144A to qualified institutional buyers.
The press release related to such announcements is filed hereto as Exhibit
99.01.
Simultaneously with the Closing of the issuance and sale of the Senior Notes and
the Exchangeable Preferred Stock, the Company intends to issue 100,000 shares of
its Series C Cumulative Convertible Preferred Stock, $.01 par value (the
"Convertible Preferred Stock") to the Rigas family and a subsidiary of FPL
Group, Inc. at a purchase price of $970 per share and a conversion price of
$8.48 per share of Adelphia Class A Common Stock.
Each share of Convertible Preferred Stock is convertible at any time at the
election of the holder thereof into 117.9245 shares of the Class A Common Stock
of the Company. The Convertible Preferred Stock will not be entitled to vote in
the election of directors of the Company or upon any other matter (except as
provided by law), unless an event of default with respect to the Convertible
Preferred Stock occurs, in which case the Board of Directors will be expanded by
two seats, which shall then be elected by the holders of the Convertible
Preferred Stock. The Convertible Preferred Stock is not subject to mandatory
redemption (perpetual).
The Convertible Preferred Stock would rank pari passu with the Exchangeable
Preferred Stock and senior to the Common Stock of the Company, with respect to
dividends and liquidation. The Convertible Preferred Stock will accrue
cumulative dividends at the rate of 8 -1/8% per annum, or $81.25 per share of
the Convertible Preferred Stock per annum. The liquidation preference for the
Convertible Preferred Stock will be $1,000 per share. The holders of the
Convertible Preferred Stock will be entitled to receive the liquidation
preference for the Convertible Preferred Stock, plus any accrued but unpaid
dividends thereon, and no more. Neither the voluntary sale, conveyance, exchange
or transfer (for cash, shares of stock, securities or other consideration) of
all or substantially all of the property or assets of Adelphia nor the
consolidation or merger of Adelphia with or into one or more corporations will
be deemed to be a voluntary or involuntary liquidation, dissolution or winding
up of Adelphia, unless such sale, conveyance, exchange or transfer shall be in
connection with a liquidation, dissolution or winding up of the business of
Adelphia.
The Convertible Preferred Stock will be redeemable at the option of Adelphia, in
whole or in part, at any time on or after August 1, 2000 at the following
percentages of the liquidation preference of the Convertible Preferred Stock
plus accrued dividends:
2000..............................................104.00%
2001..............................................102.00%
2002 and thereafter...............................100.00%
The Certificate of Designations for the Convertible Preferred Stock will contain
covenants requiring Adelphia to furnish copies of certain filings with the
Securities and Exchange Commission and other financial reports to the holders
thereof, and prohibiting Adelphia from paying any consideration to a holder in
exchange for obtaining a consent to the amendment or waiver of the terms of the
Convertible Preferred Stock unless such consideration is offered and paid to all
holders of Convertible Preferred Stock. The holders of Convertible Preferred
Stock have certain registration rights.
Item 7. Financial Statements and Exhibits
Exhibit 99.01 Press release issued June 23, 1997.
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: June 23, 1997 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.01 Press release issued June 23, 1997.
<PAGE>
Exhibit 99.01
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
(814) 274-9830
ADELPHIA ANNOUNCES AGREEMENT TO PURCHASE ITS
CONVERTIBLE PREFERRED STOCK AND CONCURRENT OFFERINGS OF DEBT AND PREFERRED STOCK
Coudersport, PA - June 23, 1997
Adelphia Communications Corporation (NASDAQ-NNM:ADLAC) announced that it had
reached an agreement to sell perpetual Convertible Preferred Stock with an
aggregate liquidation preference of $100,000,000 in a private placement to
members of the family of John Rigas, Chairman of Adelphia, and Telesat
Cablevision, Inc. ("Telesat"), a wholly owned subsidiary of FPL Group, Inc., a
New York Stock Exchange company. Adelphia also announced that it is proposing to
offer Senior Notes and Exchangeable Preferred Stock of Adelphia in reliance on
Rule 144A to qualified institutional buyers.
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. Closing of the
sale of the Convertible Preferred Stock is subject to certain conditions.
Adelphia is proposing to offer $150,000,000 aggregate principal amount of Senior
Notes due 2007 and $150,000,000 aggregate principal amount of Exchangeable
Preferred Stock due 2009. The completion of both offerings will be conditioned
upon the completion of the sale of the Convertible Preferred Stock to the Rigas
family and Telesat.
Adelphia intends to use the net proceeds from the sale of the Convertible
Preferred Stock and the offerings of Senior Notes and Exchangeable Preferred
Stock to repay existing indebtedness of subsidiaries.
The Convertible Preferred Stock, the Senior Notes due 2007 and the Exchangeable
Preferred Stock due 2009 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.
