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) February 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 February 19 and February 21, 1997, Adelphia Communications, Inc. ("Adelphia")
announced a proposed offering, and subsequent revision of the proposed offering,
respectively, of Senior Notes due 2007 in a private placement primarily 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 February 19, 1997.
Exhibit 99.02 Press release issued February 21, 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: February 24, 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 February 19, 1997.
99.02 Press release issued February 21, 1997.
Exhibit 99.01
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
(814) 274-9830
ADELPHIA PROPOSES PRIVATE PLACEMENT
Coudersport, PA - February 19, 1997
Adelphia Communications Corporation ("Adelphia"), (NASDAQ-NMS: ADLAC) announced
today that it is proposing to offer Senior Notes of Adelphia in a private
placement primarily to institutional investors. Adelphia is proposing to offer
$200,000,000 aggregate principal amount of Senior Notes due 2007 in the private
placement. The Company expects the non-interest terms of the Senior Notes due
2007 to 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,
repurchase or otherwise retire a portion of Adelphia's 12 1/2% Senior Notes due
2002, and to use the remainder to repay other existing indebtedness.
The Senior Notes due 2007 have not been and will not be 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 laws 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
1.86 million subscribers in 15 states.
Exhibit 99.02
PRESS RELEASE
FOR RELEASE: IMMEDIATE
CONTACT: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
(814) 274-9830
ADELPHIA PROPOSES PRIVATE PLACEMENT
Coudersport, PA - February 21, 1997
Adelphia Communications Corporation ("Adelphia"), (NASDAQ-NMS: ADLAC) has
revised its previously announced $200,000,000 proposed offering of Senior Notes.
Adelphia announced today that it has sold $350,000,000 aggregate principal
amount of its 9-7/8% Senior Notes due 2007 in a private placement primarily to
institutional investors, with proceeds to Adelphia of $342,125,000. The
transaction is expected to close on February 26, 1997. The non-interest terms of
the 9-7/8% Senior Notes due 2007 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 a portion of
Adelphia's 12-1/2% Senior Notes due 2002, and to use the remainder to repay
other existing indebtedness.
The 9-7/8% Senior Notes due 2007 have not been and will not be 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
1.86 million subscribers in 15 states.
<PAGE>
