Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-23175
PROSPECTUS
766,871 Shares
ADELPHIA COMMUNICATIONS CORPORATION
Class A Common Stock
($.01 par value)
This Prospectus relates to 766,871 shares of Class A Common Stock (the "Shares")
of Adelphia Communications Corporation ("Adelphia" or the "Company"), which may
be sold by or for the account of the Selling Stockholders named herein. The
Shares were acquired by the Selling Stockholders from Adelphia in a privately
negotiated acquisition transaction or in equity distributions following a
privately negotiated acquisition transaction. See "Selling Stockholders."
The Shares may be sold from time to time by the Selling Stockholders in open
market transactions, in private or negotiated transactions or in a combination
of such methods of sale, at fixed prices, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. See "Plan of Distribution." Adelphia will not receive any of
the proceeds from the sale of the Shares.
The Class A Common Stock is listed for trading on the NASDAQ National Market
System. On April 23, 1997, the closing sale price of the Class A Common Stock
was $5.50 per share.
The rights of holders of Class A Common Stock and Class B Common Stock differ
with respect to certain aspects of dividend, liquidation and voting rights. The
Class A Common Stock has certain preferential rights with respect to cash
dividends and distributions upon the liquidation of Adelphia. Holders of Class B
Common Stock are entitled to greater voting rights than the holders of Class A
Common Stock; however, the holders of Class A Common Stock, voting as a separate
class, are entitled to elect one of Adelphia's directors.
PROSPECTIVE PURCHASERS OF CLASS A COMMON STOCK SHOULD CAREFULLY CONSIDER THE
MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April 24, 1997.
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREBY SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
Adelphia is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC" or the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices
of the SEC located at Citicorp Center, Suite 1400, 500 West Madison Street, Room
1400, Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such information can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. Adelphia's Class A Common Stock is listed on the NASDAQ
National Market System under the symbol "ADLAC".
Adelphia has filed with the SEC a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to the Shares. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. Reference is hereby made to the Registration Statement and related exhibits
for further information with respect to the Company and the Shares offered
hereby. Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the SEC.
The Registration Statement and the exhibits thereto may be inspected without
charge at the office of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies thereof may be obtained from the SEC at prescribed rates. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding the Company that is electronically
filed through the Commission's Electronic Data Gathering, Analysis and Retrieval
system. Such information is publicly available through the Commission's web site
(http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Adelphia hereby incorporates by reference into this Prospectus
the following documents or information filed with the Commission: (a) Adelphia's
Annual Report on Form 10-K for the fiscal year ended March 31, 1996, as amended
by Form 10-K/A dated July 29, 1996 ("Form 10-K"); (b) Adelphia's Quarterly
Report on Form 10-Q for the periods ended June 30, 1996, September 30, 1996, and
December 31, 1996 (the "Form 10-Qs"); and (c) the descriptions of common stock
contained in Adelphia's Registration Statement filed under Section 12(g) of the
1934 Act, including any amendments or reports filed for the purpose of updating
such description.
All documents filed by Adelphia pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act on or after the date of this Prospectus and
prior to the termination of the offering of the Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any documents incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Adelphia will provide without charge to each person to whom
this Prospectus has been delivered, upon written or oral request of such person,
a copy of any or all other documents incorporated by reference unto this
Prospectus. Requests for such copies should be directed to Adelphia
Communications Corporation, Main at Water Street, Coudersport, Pennsylvania
16915, Attention: Deputy General Counsel; telephone number (814) 274-9830.
<PAGE>
PROSPECTUS SUMMARY
The following information is qualified in its entirety by the
more detailed information and financial statements appearing in this Prospectus
or incorporated by reference herein. The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for forward-looking statements. Certain
information included or incorporated by reference in this Prospectus, including
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Form 10-K and the Form 10-Qs, is forward-looking,
such as information relating to the effects of future regulation, future capital
commitments and the effects of competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These risks and uncertainties
include, but are not limited to, uncertainties relating to economic conditions,
acquisitions and divestitures, government and regulatory policies, the pricing
and availability of equipment, materials, inventories and programming,
technological developments and changes in the competitive environment in which
the Company operates. Persons reading this Prospectus are cautioned that such
forward-looking statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, readers should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated by such forward looking
statements. Prospective investors should carefully consider the factors set
forth herein under the caption "Risk Factors."
The Company
The Company is the seventh largest cable television operator
in the United States. As of December 31, 1996, cable television systems owned or
managed by the Company (the "Systems") in the aggregate passed 2,625,337 homes
and served 1,856,122 basic subscribers. John J. Rigas, the Chairman, President,
Chief Executive Officer and founder of Adelphia, has owned and operated cable
television systems since 1952.
The Company's owned cable systems (the "Company Systems") are
located in ten states and are organized into seven regional clusters: Western
New York, Virginia, Western Pennsylvania, New England, Eastern Pennsylvania,
Ohio and Coastal New Jersey. The Company Systems are located primarily in
suburban areas of large and medium-sized cities within the 50 largest television
markets. As of December 31, 1996, the Company Systems passed 1,547,512 homes and
served 1,131,373 basic subscribers.
The Company also provides, for a fee, management and
consulting services to certain partnerships and certain corporations engaged in
the ownership and operation of cable television systems (the "Managed
Partnerships"). John J. Rigas and certain members of the immediate family,
including entities they own or control (collectively the "Rigas Family"), have
substantial ownership interests in the Managed Partnerships. As of December 31,
1996, cable systems owned by the Managed Partnerships (the "Managed Systems")
passed 431,055 homes and served 312,491 basic subscribers.
In addition, Olympus Communications, L.P. ("Olympus"), a joint
venture limited partnership between the Company and FPL Group, Inc. operates a
large cable system in Florida which passed 646,770 homes and served 412,258
basic subscribers as of December 31, 1996.
Adelphia was incorporated in Delaware on July 1, 1986 for the
purpose of reorganizing five cable television companies, then principally owned
by the Rigas Family, into a holding company structure in connection with the
initial public offering of Adelphia's Class A Common Stock. The Company's
executive offices are located at Main at Water Street, Coudersport, Pennsylvania
16915, and its telephone number is (814) 274-9830.
The Offering
Shares Offered by the Selling Stockholders..............766,871 shares, Class A
Common
Shares outstanding before and after the offering 16,130,880 shares,
Class A Common
10,944,476 shares,
Class B Common
NASDAQ National Market System Symbol....................ADLAC
<PAGE>
RISK FACTORS
In addition to the other information contained or incorporated
by reference in this Prospectus, the following risk factors should be carefully
considered in evaluating the Company and its business before purchasing the
securities offered hereby.
Substantial Leverage
The Company is highly leveraged and has incurred substantial
indebtedness to finance acquisitions and expansion of its operations and, to a
lesser extent, for investments in and advances to affiliates. At December 31,
1996, the Company's total indebtedness aggregated approximately $2,488,119,000,
which included approximately $1,364,956,000 of subsidiary bank and institutional
debt, $182,212,000 of Hyperion Telecommunications, Inc. ("Hyperion") debt and
approximately $940,951,000 of indebtedness of the Company. The Company's total
debt has varying maturities to 2005, including an aggregate of approximately
$797,591,000 maturing on or prior to March 31, 2001. The Company has maintained
its public long-term debt at the holding company level and unrestricted
subsidiaries while borrowing in the private debt markets (e.g., bank and
insurance company debt) through the Company's wholly-owned subsidiaries. The
Company's subsidiary financings are effected through separate borrowing groups,
and substantially all of the indebtedness in these borrowing groups is non
recourse to Adelphia. The subsidiary credit arrangements have varied revolving
credit and term loan periods and contain separately-negotiated covenants
relating to, among other things, cross-defaults and the incurrence of additional
debt for each borrowing group. In addition, Olympus has substantial leverage.
The high level of the Company's indebtedness will have important consequences to
holders of the Shares, including: (i) a substantial portion of the Company's
cash flow from operations must be dedicated to debt service and will not be
available for general corporate purposes or for capital improvements; (ii) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or for capital improvements may be
limited; (iii) the Company's level of indebtedness could limit its flexibility
in reacting to changes in the industry and economic conditions generally; and
(iv) the Company's level of indebtedness could impair its ability to pay
dividends on the Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K and the Form
10-Qs.
Net Losses and Stockholders' Deficiency
The total stockholders' deficiency at March 31, 1996 and at
December 31, 1996 was $1,128,239,000 and $1,218,377,000, respectively. The
stockholders' deficiency generally has resulted from the Company's reported net
losses which have been caused primarily by high levels of depreciation and
amortization and interest expense. The Company reported net losses of
approximately $187,860,000, $106,284,000 and $119,894,000 for the years ended
March 31, 1994, 1995 and 1996, respectively, and $84,699,000 and $90,138,000,
for the nine months ended December 31, 1995 and 1996, respectively. The Company
expects to continue to incur significant net losses for the next several years.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Form 10-K and the Form 10-Qs.
For the year ended March 31, 1996 and for the nine months
ended December 31, 1996, the Company's earnings were insufficient to cover its
fixed charges by $78,189,000 and $45,293,000, respectively. However, such
amounts reflect non-cash charges totalling $127,319,000 and $115,490,000,
respectively, consisting of depreciation, amortization and non-cash interest
expense on certain indebtedness of the Company. Historically, the Company's cash
generated from operating activities and borrowings has been sufficient to meet
its requirements for debt service, working capital, capital expenditures, and
investments in and advances to affiliates and the Company has depended on the
availability of additional borrowings to meet its liquidity requirements. The
Company believes that it will continue to generate cash and obtain financing
sufficient to meet such requirements. However, the Company's ability to incur
additional indebtedness is limited by covenants in its indentures and its
subsidiary credit agreements. Although in the past the Company has been able
both to refinance its indebtedness and to obtain new financing, there can be no
assurance that the Company would be able to do so in the future or that, if the
Company were able to do so, the terms available would be favorable to the
Company. In the event that the Company were unable to refinance its indebtedness
or obtain new financing under these circumstances, the Company would likely have
to consider various options such as the sale of certain assets to meet its
required debt service, negotiation with its lenders to restructure applicable
indebtedness or other options available to it under applicable law. See
"Selected Consolidated Financial Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Form 10-K and the Form
10-Qs.
Holding Company Structure; Restrictive Covenants
As a holding company, Adelphia holds no significant assets
other than its investments in and advances to its subsidiaries and other
investments. Adelphia's ability to make interest and principal payments when due
to holders of debt of Adelphia is dependent upon the receipt of sufficient funds
from its subsidiaries or other investments. Under the terms of various debt
agreements between the Adelphia subsidiaries and other investments and their
respective lending institutions, upon the occurrence of an event of default
(including certain cross-defaults resulting from defaults under Adelphia's debt
agreements) or unless certain financial performance tests are met, the Adelphia
subsidiaries and other investments are restricted from distributing funds to
Adelphia. At December 31, 1996, the total amount of long-term debt of such
subsidiaries was $1,364,956,000. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K and the Form
10-Qs.
The agreements governing the bank debt of the Company's
subsidiaries (the "Subsidiary Bank Agreements") contain, among other covenants,
requirements that Adelphia's subsidiaries maintain specified financial ratios,
including maximum leverage and minimum interest coverage. The ability of a
subsidiary to comply with such provisions may be affected by events that are
beyond Adelphia's control. The breach of any of these covenants could result in
a default by a subsidiary under its Subsidiary Bank Agreement. In the event of
any such default, lenders party to that Subsidiary Bank Agreement could elect to
declare all amounts borrowed under that Subsidiary Bank Agreement, together with
accrued interest and other fees, to be due and payable. If the indebtedness
under a Subsidiary Bank Agreement were to be accelerated, all indebtedness
outstanding under such Subsidiary Bank Agreement would be required to be paid in
full before such subsidiary would be permitted to distribute any assets or cash
to Adelphia. There can be no assurance that the assets of Adelphia and its
subsidiaries would be sufficient to repay all borrowings under the Subsidiary
Bank Agreements and indebtedness owed to the other creditors of such
subsidiaries in full. In addition, as a result of these covenants, the ability
of Adelphia's subsidiaries to respond to changing business and economic
conditions and to secure additional financing, if needed, may be significantly
restricted, and Adelphia may be prevented from engaging in transactions that
might otherwise be considered beneficial to Adelphia.
Potential Conflicts of Interest
The Rigas Family holds substantially all of Adelphia's Class B
Common Stock and 91.8% of the combined voting power of both classes of
Adelphia's Common Stock and has the power to elect seven of eight members of
Adelphia's Board of Directors. John J. Rigas and the other executive officers of
Adelphia (including other members of the Rigas Family) hold direct and indirect
ownership interests in the Managed Partnerships, which are managed by the
Company for a fee. Subject to the restrictions contained in the Business
Opportunity Agreement regarding future acquisitions, Rigas Family members and
the executive officers are free to continue to own these interests and acquire
additional interests in cable television systems. Such activities could present
a conflict of interest with the Company in the allocation of management time and
resources of the executive officers. In addition, there have been and will
continue to be transactions between the Company and the executive officers or
other entities in which the executive officers have ownership interests or with
which they are affiliated. The Indentures under which the 9 7/8% Senior Notes
(see "Recent Developments"), 9 7/8% Senior Debentures, 11 7/8% Senior
Debentures, 9 1/2% Senior Pay-In-Kind Notes, 12 1/2% Senior Notes and 10 1/4%
Senior Notes of Adelphia were issued contain covenants that place certain
restrictions on transactions between the Company and its affiliates. See
"Certain Relationships and Related Transactions" in the Form 10-K.
Competition
The cable television systems owned by the Company compete with
other communications and entertainment media as well as other means of video
distribution including Direct Broadcast Satellite Systems ("DBS") and
Multichannel Multipoint Distribution Systems ("MMDS"). Several companies
recently have launched or have announced their intention to launch, DBS services
that compete with the Company for multichannel video entertainment customers. In
addition, some of the Regional Bell Operating Companies (the "RBOCs") and other
local telephone companies are in the process of entering the video-to-home
business and several others have expressed their intention to enter the
video-to-home business. In addition, some RBOCs and local telephone companies
have in place facilities which are capable of delivering cable television
service.
In addition, the Telecommunications Act of 1996 (the "1996
Act") has repealed the cable/telephone cross-ownership ban, and telephone
companies will now be permitted to provide cable television service within their
service areas. Certain of such potential service providers have greater
financial resources than the Company, and in the case of local exchange carriers
seeking to provide cable service within their service areas, have an installed
plant and switching capabilities, any of which could give them competitive
advantages with respect to cable television operators such as the Company. The
Company cannot predict either the extent to which competition will materialize
or, if such competition materializes, the extent of its effect on the Company.
See "Business--Competition" in the Form 10-K and "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" in the Form 10-Qs.
The Company also faces competition from other communications
and entertainment media, including conventional off-air television broadcasting
services, newspapers, movie theaters, live sporting events and home video
products. The Company cannot predict the extent to which competition may affect
the Company. See "Business--Competition" and "--Legislation and Regulation" in
the Form 10-K and "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Regulatory and Competitive Matters" in the Form
10-Qs.
Need for Additional Financing
The Company's business requires substantial investment on a
continuing basis to finance capital expenditures and related expenses for, among
other things, upgrade of the Company's cable plant (including the need to make
cable system upgrades mandated by franchise authorities), the offering of new
services and the servicing, repayment or refinancing of its indebtedness. The
Company will require significant additional financing, through debt and/or
equity issuances, to meet its capital expenditure plans and to pay its debt
obligations. There can be no assurance that Adelphia will be able to issue
additional debt or obtain additional equity capital on satisfactory terms, or at
all, to meet its future financing needs. See "Business--Technological
Developments" in the Form 10-K and "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" in the Form 10-Qs.
Regulation in the Telecommunications Industry
The cable television industry is subject to extensive
regulation at the federal, state and local levels, and many aspects of such
regulation are currently the subject of judicial proceedings and administrative
or legislative proposals. The Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act") significantly expanded the scope
of cable television regulation. In particular, pursuant to the 1992 Cable Act,
the Federal Communications Commission (the "FCC") adopted regulations that limit
the Company's ability to set and increase rates for the Company's basic and
cable programming service ("CPS") packages and for the provision of cable
television-related equipment. The 1992 Cable Act permits certified local
franchising authorities to order refunds of rates paid in the previous
twelve-month period determined to be in excess of the permitted reasonable
rates. It is possible that rate reductions or refunds of previously collected
fees may be required in the future.
The 1996 Act, which became law on February 8, 1996, materially
alters federal, state and local laws and regulations pertaining to cable
television, telecommunications and other related services and, in particular,
substantially amends the Communications Act of 1934 (the "Communications Act").
Certain provisions of the 1996 Act could materially affect the growth and
operation of the cable television industry and the cable services provided by
the Company. Although the new legislation may substantially lessen certain
regulatory burdens, the cable television industry may be subject to additional
competition as a result. See "Business--Competition" in the Form 10-K. There are
numerous rulemakings that have been and continue to be undertaken by the FCC
which will interpret and implement the provisions of the 1996 Act. In addition,
certain provisions of the new legislation (such as the deregulation of rates for
CPS packages) will not immediately be effective. Furthermore, certain provisions
of the 1996 Act have been, and likely will be, subject to judicial challenge.
The Company is unable at this time to predict the outcome of such rulemakings or
litigation or the short and long-term effect (financial or otherwise) of the
1996 Act and FCC rulemakings on the Company.
The cable television industry is subject to state and local
regulations and the Company must comply with rules of the local franchising
authorities to retain and renew its cable franchises, among other matters. There
can be no assurances that the franchising authorities will not impose new and
more restrictive requirements as a condition to franchise renewal.
Although the 1996 Act eliminates many legal barriers to entry
(i.e., telephone companies entering the cable industry and cable companies
entering the telephone industry), the Company cannot assure that rules adopted
by the FCC or state regulators or other legislative or judicial initiatives
relating to the telecommunications industry will not have a material adverse
effect on the Company. In addition, the 1996 Act removes entry barriers for all
companies and could increase substantially the number of competitors offering
comparable services in the Company's potential markets. See "Legislation and
Regulation" in the Form 10-K and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Regulatory and Competitive
Matters" in the Form 10-Qs.
RECENT DEVELOPMENTS
Adelphia had held $4,200,000 in principal amount of 8.75%
Convertible Notes issued by Commonwealth Security Systems, Inc.
("Commonwealth"). Pursuant to the merger of Commonwealth with Republic
Industries Inc. ("Republic") on January 23, 1997, Adelphia received 284,425
shares of Republic Common Stock in exchange for these Notes.
On February 26, 1997, Adelphia realized net proceeds of
approximately $340,000,000 upon the issuance of $350,000,000 aggregate principal
amount of 9 7/8% Senior Notes due March 1, 2007. Net proceeds of approximately
$209,000,000 were contributed to Adelphia subsidiaries and were used to repay
revolving credit facilities of such subsidiaries, all of which may be reborrowed
and used for general corporate purposes of such subsidiaries and approximately
$131,000,000 was used by Adelphia to retire a portion of its 12 1/2% Senior
Notes due 2002.
SELLING STOCKHOLDERS
On February 2, 1996, Adelphia entered into an asset purchase
agreement with each of Small Cities Cable of Newport, Inc. ("Small Cities,
Inc.") and Small Cities Cable Television, L.P. ("Small Cities, L.P."). (Small
Cities, Inc. and Small Cities, L.P. are jointly referred to herein as "Small
Cities" or the "Cable Entities.") Small Cities operated cable television systems
in Vermont which were acquired by Adelphia pursuant to the asset purchase
agreements referenced above and in partial consideration therefor, Adelphia
issued the Shares to Small Cities in private placement transactions. The asset
purchase agreements provided Small Cities with certain demand registration
rights to register the Shares and to facilitate the sale or distribution of the
Shares. As of the date of this Prospectus, the Selling Stockholders of the
Shares and the number of Shares held of record by Small Cities, Inc. and Small
Cities, L.P. are as follows:
Small Cities Cable of Newport, Inc. 306,748
Small Cities Cable Television, L.P. 460,123
Total 766,871
Small Cities, L.P. may, in the future, distribute the Shares
owned by it (as set forth in the chart above) to its partners who may then sell
the Shares as Selling Stockholders under this Prospectus. Set forth below are
the partners of Small Cities, L.P. and the number of Shares that would be held
by each partner as a Selling Stockholder following a distribution from Small
Cities, L.P. based on each partner's partnership interest in Small Cities, L.P.
The chart below identifies each partner and the number of Shares which each may
acquire and seek to sell under this Prospectus.
Henry H. Arnhold 29,908
Capital Values, LLC 14,954
Eileen R. Growald 79,755
Paul J. Growald 190,951
Alfred E. Heller 19,937
Investment International, Ltd. 9,970
Mulago Foundation 29,908
Charles C. & Donna Reilly 29,908
Toby Rosenblatt 14,954
Walter D. Rosley 9,970
Frederick P. and Katherine Tiballi 29,908
Total 460,123
Following the sale of the Shares by Small Cities, Inc. and
either Small Cities, L.P. or its partners, the Selling Stockholders will not
own any shares of Adelphia's Class A Common Stock. Adelphia will not receive
any proceeds from the sale of Shares.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the
Selling Stockholders in reliance on this Prospectus. This Prospectus only
constitutes an offer by the Selling Stockholder who has delivered this
Prospectus. Sales may be made in one or more transactions that may take place in
the open market, private or negotiated transactions, or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. In effecting
such sales, underwriters, brokers or dealers engaged by the Selling Stockholders
may arrange for other underwriters, brokers or dealers to participate.
Underwriters, brokers or dealers may purchase Shares as principals for their own
accounts and resell such Shares pursuant to this Prospectus. Underwriters,
brokers and dealers may receive commissions or discounts from such Selling
Stockholders in amounts to be negotiated immediately prior to the sale. The
Selling Stockholders, any such underwriters, brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the 1933 Act in connection with such sales, and any profits realized
or commissions received may be deemed underwriting compensation.
The Company has agreed to indemnify the Cable Entities against
certain liabilities which may be incurred in connection with this offering,
including certain liabilities under the 1933 Act and the 1934 Act.
A supplement to this Prospectus ("Prospectus Supplement") will
set forth, with respect to the Selling Stockholders, any necessary further
information regarding them or the distribution of the shares offered hereby.
Such Prospectus Supplement may be appropriately modified or supplemented.
EXPERTS
The consolidated financial statements and the related
financial statement schedules of the Company and its subsidiaries as of March
31, 1995 and 1996, and for each of the three years in the period ended March 31,
1996, and the consolidated financial statements of Olympus as of December 31,
1994 and 1995, and for each of the three years in the period ended December 31,
1995 that are incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended March 31, 1996 (as amended by Form
10-K/A dated July 29, 1996) have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesman or any other person has been authorized to give any 766,871 Shares
information or to make any representations other than those contained
in this Prospectus in connection with the offer made by this Prospectus
and, if given or made, such information or representations must not be
relied upon as having been authorized. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances
create any implication that there has been no change in the affairs of
Adelphia since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it
is unlawful to make such offer or solicitation.
----------------------------------- ADELPHIA COMMUNICATIONS CORPORATION
Class A Common Stock
($.01 par value)
Prospectus
Dated April 24, 1997
</TABLE>
