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) September 19, 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
<PAGE>
Item 5. Other Events
On September 19 and September 22, 1997, Adelphia Communications, Inc.
("Adelphia") announced a proposed offering, and subsequent revision of the
proposed offering, respectively, of Senior Notes due 2002 in a private placement
to institutional investors. The press releases related to such announcements are
filed hereto as Exhibits 99.01 and 99.02.
Item 7. Financial Statements and Exhibits
Exhibit 99.01 Press release issued September 19, 1997.
Exhibit 99.02 Press release issued September 22, 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: September 23, 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 September 19, 1997.
99.02 Press release issued September 22, 1997.
Exhibit 99.01
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
(814) 274-9830
ADELPHIA ANNOUNCES OFFERING OF SENIOR NOTES
Coudersport, PA - September 19, 1997
Coudersport, PA., September 19, 1997-- Adelphia Communications Corporation
(NASDAQ-NNM:ADLAC) announced that it is proposing to offer Senior Notes due 2002
in reliance on Rule 144A to qualified institutional buyers.
Adelphia is proposing to offer $150,000,000 aggregate principal amount of Senior
Notes due 2002. Adelphia intends to use a portion of the net proceeds from the
sale of the Senior Notes to redeem, purchase or otherwise retire approximately
$100,000,000 aggregate principal amount of its 12-1/2 % Senior Notes due 2002,
and to use the remainder of the net proceeds to repay existing indebtedness of
subsidiaries.
The Senior Notes due 2002 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.
Exhibit 99.02
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
(814) 274-9830
ADELPHIA ANNOUNCES PRIVATE PLACEMENT
Coudersport, PA - September 22, 1997
Adelphia Communications Corporation ("Adelphia"), (NASDAQ-NMS: ADLAC) has
revised its previously announced $150,000,000 proposed offering of Senior Notes.
Adelphia announced today that it has sold $325,000,000 aggregate principal
amount of its 9-1/4% Senior Notes due 2002 in a private placement to
institutional investors. The transaction is expected to close on September 25,
1997. The issue is non-callable for life and pari passu with Adelphia's existing
public senior debt. The non-interest terms of the 9-1/4% Senior Notes due 2002
will be similar to those of its existing publicly held senior debt. Adelphia
intends to use a portion of the net proceeds from the offering to redeem,
purchase or otherwise retire approximately $208,000,000 aggregate principal
amount of Adelphia's 12-1/2% Senior Notes due 2002, and to use the remainder to
repay subsidiary bank debt.
The 9-1/4% Senior Notes due 2002 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 prior to
the registration or qualification under the securities law of any such state.
Adelphia is the seventh largest cable television operator in the United States
and currently owns or manages cable television systems that serve approximately
1.9 million subscribers in 12 states.
