1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ADELPHIA COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
006848 10 5
(CUSIP Number)
Carl E. Rothenberger, Jr., Esq.
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Phone: (412) 562-8826
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 7, 1997
(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.)
*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 required 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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CUSIP No.: 006848 10 5
(1) Names of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P.
Rigas, Ellen K. Rigas, and Daniel R. Milliard (collectively,
the "Limited Purpose Group")
(2) Check the Appropriate Box if a Member of a Group (a)
(b)X
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
The members of the Limited Purpose Group are citizens of the
United States of America.
Number of (7) Sole Voting Power 24,770,157 Shares
Shares
Beneficially (8) Shared Voting Power 2,399,151 Shares
Owned by
Each (9) Sole Dispositive Power 0**
Reporting
Person With (10) Shared Dispositive Power 0**
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
27,169,308**
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
68.0%
(14) Type of Reporting Person (See Instructions)
00
**See Item 5 and Schedule C for further explanation.
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
John J. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States of America
Number of (7) Sole Voting Power 5,856,755 Shares
Shares
Beneficially (8) Shared Voting Power 21,312,553 Shares
Owned by
Each (9) Sole Dispositive Power 5,856,755 Shares
Reporting
Person With (10) Shared Dispositive Power 16,346,013 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
22,202,768 (which includes 97,949 shares beneficially owned by
Dorellenic and 13,849,913 shares beneficially owned or deemed
to be beneficially owned by Highland Holdings, each a general
partnership in which John J. Rigas is a general partner, and
1,458,151 shares beneficially owned by Syracuse Hilton Head
Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares X
Excludes 4,966,540 shares beneficially owned by other members
of the Limited Purpose Group for which John J. Rigas has the
right by agreement to direct the vote for the election of
directors and as to which shares he disclaims beneficial
ownership.***
(13) Percent of Class Represented by Amount in Row (11)
63.4%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Michael J. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,818,221--for all other voting purposes (see Item
5).
Owned by
Each (8) Shared Voting Power
Reporting 17,417,534--for election of directors only.
Person 15,599,313--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
16,346,013
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
18,164,234 (which includes 97,949 shares beneficially owned by
Dorellenic and 13,849,913 shares beneficially owned or deemed
to be beneficially owned by Highland Holdings, each a general
partnership in which Michael J. Rigas is a general partner,
and 1,458,151 shares beneficially owned by Syracuse Hilton
Head Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
58.5%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Timothy J. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,818,221--for all other voting purposes
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 17,417,534--for election of directors only.
Person 15,599,313--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
16,346,013
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
18,164,234 (which includes 97,949 shares beneficially owned by
Dorellenic and 13,849,913 shares beneficially owned or deemed
to be beneficially owned by Highland Holdings, each a general
partnership in which Timothy J. Rigas is a general partner,
and 1,458,151 shares beneficially owned by Syracuse Hilton
Head Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
58.5%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
James P. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,053,685--for all other voting purposes
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 16,652,990--for election of directors only.
Person 15,599,313--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,053,685
(10) Shared Dispositive Power
16,346,013
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,399,698 (which includes 97,949 shares beneficially owned by
Dorellenic and 13,849,913 shares beneficially owned or deemed
to be beneficially owned by Highland Holdings, each a general
partnership in which James P. Rigas is a general partner, and
1,458,151 shares beneficially owned by Syracuse Hilton Head
Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
57.4%
(14)Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Ellen K. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors
only.
Beneficially 275,413--for all other voting purposes
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 14,223,275--for election of directors only.
Person 13,947,862--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
275,413
(10) Shared Dispositive Power
13,947,862
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
14,223,275 (which includes 97,949 shares beneficially owned by
Dorellenic and 13,849,913 shares beneficially owned or deemed
to be beneficially owned by Highland Holdings, each a general
partnership in which Ellen K. Rigas is a general partner).
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
48.2%
(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Ionian Communications, L.P.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
BK
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0
Shares
Beneficially (8) Shared Voting Power 940,000
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 940,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
940,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
4.8%
(14) Type of Reporting Person (See Instructions)
PN
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Daniel R. Milliard (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 1,000 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
0%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Syracuse Hilton Head Holdings, L.P.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 1,458,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 1,458,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
7.4%
(14) Type of Reporting Person (See Instructions)
PN
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Doris Holdings, L.P.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 1,458,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 1,458,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
7.4%
(14) Type of Reporting Person (See Instructions)
PN
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Eleni Acquisition, Inc.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 1,458,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 1,458,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
7.4%
(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland Holdings
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
Commonwealth of Pennsylvania
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 13,849,913 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 13,849,913 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,849,913
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
47.5%
(14) Type of Reporting Person (See Instructions)
PN
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CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Iliad Holdings, Inc.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
BK
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 940,000 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 940,000 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
940,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
4.8%
(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 5)
This Schedule 13D Amendment No. 5 ("Amendment No. 5") relates
to the Class A Common Stock, par value $.01 per share, of Adelphia
Communications Corporation, a Delaware corporation (the "Company"). This
Amendment No. 5 amends and supplements the Schedule 13D previously filed with
the Commission on May 27, 1988 (the "Original Schedule 13D"), as amended by
amendments filed thereto through and including Amendment No. 4 thereto filed
February 1, 1994 ("Amendment No. 4" and, collectively with the Original Schedule
13D and Amendments Nos. 1, 2 and 3 thereto, the "Schedule 13D Filings") by the
Limited Purpose Group and the other filing parties thereto.
Because previously filed paper exhibits to Schedule 13D are
not required to be restated electronically, previously filed exhibits to this
Schedule 13D are not being refiled with this Amendment No. 5.
The descriptions contained in this Amendment No. 5 of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, which have been filed as
exhibits to the Schedule 13D, as amended hereby, and incorporated by reference
herein.
1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value
$.01 per share, of Adelphia Communications Corporation, whose principal
executive offices are located at Main at Water Street, Coudersport, Pennsylvania
16915. The shares of Class B Common Stock, par value $.01 per share, of the
Company are convertible into shares of Class A Common Stock on a one-to-one
basis. The Class A Common Stock is registered under the Securities Exchange Act
of 1934 while Adelphia's Class B Common Stock, par value $.01 per share, has not
been so registered.
2. IDENTITY AND BACKGROUND
Ionian Communications, L.P. ("Ionian") is a Delaware limited
partnership. The sole general partner of Ionian is Iliad Holdings, Inc., a
Delaware corporation ("Iliad"). All of the individuals who are the executive
officers, directors and controlling persons of Iliad are listed in Schedule A
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hereto. The principal business and office address of each of Ionian and Iliad is
Main at Water Street, Coudersport, Pennsylvania 16915.
Syracuse Hilton Head Holdings, L.P. ("SHHH") is a Delaware
limited partnership. The sole general partner of SHHH is Doris Holdings, L.P.
("Doris"), a Delaware limited partnership whose general partner is Eleni
Acquisition, Inc. ("Eleni"). All of the individuals who are the executive
officers, directors and controlling persons of Eleni are listed in Schedule A
hereto. The principal business and office address of each of SHHH, Doris and
Eleni is Main at Water Street, Coudersport, Pennsylvania 16915.
Highland Holdings ("Highland") is a Pennsylvania general
partnership. All of the individuals who are the general partners of Highland
include John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and
Ellen K. Rigas, each of which is listed on Schedule A hereto. Daniel R. Milliard
is no longer a general partner of Highland Holdings. The principal business and
office address of Highland Holdings is Main at Water Street, Coudersport,
Pennsylvania 16915.
(a) See Schedule A attached hereto for each other person filing
this Amendment No. 5.
(b) See Schedule A for the residence or business address of each
other person filing this Amendment No. 5.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On July 7, 1997,Highland purchased 80,000 shares of Series C
Cumulative Convertible Preferred Stock (the "Series C Preferred Stock") from the
Company, which shares have a liquidation preference of $1,000 per share and are
convertible at any time at $8.48 per share into an aggregate of 9,433,960 shares
of Class A Common Stock of the Company. The purchase price for such shares sold
to Highland was $77,600,000, which was paid to the Company in cash and was
provided by funds of Highland, capital contributions to Highland from its
partners, and the remainder in loans from a subsidiary, Highland Video
Associates, L.P., to Highland.
(b) Schedule B annexed hereto sets forth any other acquisitions
of Class A Common Stock by the filing parties within the sixty days prior to the
filing of this Amendment No. 5. Unless otherwise noted on such Schedule B, any
such acquisitions were made on an individual basis for investment purposes in
over-the-counter open market transactions and the source of the purchase price
paid for each of these acquisitions was the respective personal funds of each of
such persons.
4. PURPOSE OF TRANSACTION
Highland acquired its 80,000 shares of Series C Preferred
Stock, which are convertible into shares of Class A Common Stock, on July 7,
1997 for investment purposes and such shares form part of the Rigas family
holdings of Common and Preferred Stock of the Company. The general partners of
Highland were all filing persons prior to this Amendment No. 5.
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The persons listed in Schedule A hereto (excluding Ellen K.
Rigas), both prior to and after the above-referenced acquisition, served and
continue to serve as directors and officers of the Company and in such
capacities are involved generally in the Company's management, business and
operations. The persons listed in Schedule A hereto, in their capacities as
Class A and Class B stockholders, both prior to and after the above-referenced
acquisitioon, had the power to elect seven of the eight members of the Company's
Board of Directors pursuant to the Company's Certificate of Incorporation and
the Stockholders' Agreement referenced in Items 6 and 7 herein.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the persons listed in Schedule A hereto owns shares
of Class A Common Stock (other than James P. Rigas) and shares of Class B Common
Stock (other than Daniel R. Milliard) of the Company. Ionian (and Iliad) and
SHHH (and Doris and Eleni) own only shares of Class A Common Stock and Highland
owns shares of Class A Common Stock and Series C Preferred Stock. The Class B
Common Stock and the Series C Preferred Stock owned by Highland and the persons
on Schedule A is convertible into shares of Class A Common Stock and is
therefore treated for purposes of this statement as beneficial ownership of
shares of Class A Common Stock. Schedule C hereto sets forth, with respect to
the Limited Purpose Group, each person listed in Schedule A, and Ionian (and
Iliad), SHHH (and Doris and Eleni) and Highland, the aggregate number of shares
of Class A Common Stock, and the percentage of outstanding Class A Common Stock,
which may be deemed to be beneficially owned by the Limited Purpose Group, each
such person and each such entity (in each case assuming that such person or
entity alone converts all of his, her or its shares of Class B Common Stock or
Series C Preferred Stock into shares of Class A Common Stock) as of the close of
business on July 30, 1997. Each person listed in Schedule A disclaims beneficial
ownership of shares of Class A and Class B Common Stock owned directly by other
persons listed in Schedule A.
(b) Schedule C sets forth with respect to the Limited Purpose
Group, each person listed in Schedule A and Ionian (and Iliad), SHHH (and Doris
and Eleni) and Highland the number of shares of Class A Common Stock which may
be deemed to be beneficially owned by such persons as to which each person has
(i) the sole power to vote or to direct the vote; (ii) shared power to vote or
to direct the vote; (iii) sole power to dispose or to direct the disposition;
and (iv) shared power to dispose or to direct the disposition. The right of each
person listed in Schedule A to dispose of any shares of Common Stock (as defined
in Item 6 below) is subject to certain provisions of the Stockholders' Agreement
filed under Item 7 and described in Schedule C. The right of Ionian to vote or
dispose of any shares is subject to the Proxy Agreement filed under Item 7 and
described in Schedule C.
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<PAGE>
(c) Except as set forth in Items 3 and Schedule B hereto which
are incorporated herein by reference, no filing person has effected any
transaction in the Class A or Class B Common Stock during the past sixty (60)
days.
(d) Not applicable.
(e) As of March 4, 1997, Daniel R. Milliard no longer had
beneficial ownership of 5% or more of the Class A Common Stock.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The 80,000 shares of Series C Preferred Stock were purchased
by Highland from the Company pursuant to a Series C Preferred Stock Purchase
Agreement dated June 22, 1997 ("Purchase Agreement") among Highland, the Company
and Telesat Cablevision, Inc. ("Telesat"), in connection with which Telesat
purchased 20,000 shares of Series C Preferred Stock from the Company on July 7,
1997. In connection with such transaction, Highland and Telesat entered into a
supplemental letter agreement regarding certain buy/sell, voting and other
rights with respect to Series C Preferred Stock prior to its conversion into
Class A Common Stock. Highland, the Company and Telesat also entered into a
Registration Rights Agreement with respect to the Series C Preferred Stock and
the Class A Common Stock into which it may be converted. In addition, on July 7,
1997, Highland purchased 550,000 shares of Series A 13% Cumulative Exchangeable
Preferred Stock ("Series A Preferred Stock") from the Company as part of a
transaction in which 950,000 shares of Series A Preferred Stock were sold by the
Company to the Initial Purchasers named in the purchase agreement with respect
thereto, for resale to institutional investors. Such Series A Preferred Stock is
not convertible into, and does not represent any beneficial ownership of, Class
A Common Stock of the Company.
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
9. Series C Preferred Stock Purchase Agreement dated June 22,
1997 (incorporated herein by reference is Exhibit 10.06 to the
Form 8-K of Adelphia Communications Corporation filed July 24,
1997 (Commission File No. 0-16014).
10.. Registration Rights Agreement dated July 7, 1997 (incorporated
herein by reference is Exhibit 10.04 to the Form 8-K of
Adelphia Communications Corporation filed July 24, 1997
(Commission File No. 0-16014).
-18-
<PAGE>
11. Letter Agreement dated June 22, 1997, between Telesat and
Highland (filed herewith).
-19-
<PAGE>
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.
July 30, 1997 /s/Michael J. Rigas
- ---------------------- ------------------------------
Date Signature
John J. Rigas, individually
and as a member of the Limited
Purpose Group by Michael J.
Rigas, Attorney-in-Fact
------------------------------
Name/Title
July 30, 1997 /s/Michael J. Rigas
- ---------------------- ------------------------------
Date Signature
Michael J. Rigas, individually
and as a member of the Limited
Purpose Group
------------------------------
Name/Title
July 30, 1997 /s/Michael J. Rigas
- ---------------------- ------------------------------
Date Signature
Timothy J. Rigas, individually
and as a member of the Limited
Purpose Group by Michael J.
Rigas, Attorney-in-Fact
------------------------------
Name/Title
July 30, 1997 /s/Michael J. Rigas
- ---------------------- ------------------------------
Date Signature
James J. Rigas, individually
and as a member of the Limited
Purpose Group by Michael J.
-20-
<PAGE>
Rigas, Attorney-in-Fact
------------------------------
Name/Title
July 30, 1997 /s/Michael J. Rigas
- ---------------------- ------------------------------
Date Signature
Ellen K. Rigas, individually
and as a member of the Limited
Purpose Group by Michael J.
Rigas, Attorney-in-Fact
------------------------------
Name/Title
July 30, 1997 /s/Michael J. Rigas
- ---------------------- ------------------------------
Date Signature
Daniel R. Milliard,
individually and as a member
of the Limited Purpose Group
by Michael J. Rigas,
Attorney-in-Fact
------------------------------
Name/Title
July 30, 1997 IONIAN COMMUNICATIONS, L.P.
- ----------------------
Date
By: Iliad Holdings, Inc.,
General Partner
/s/ Michael J. Rigas
------------------------------
Signature
Michael J. Rigas, Vice
President
------------------------------
Name/Title
-21-
<PAGE>
July 30, 1997 ILIAD HOLDINGS, INC.
- ----------------------
Date
/s/ Michael J. Rigas
------------------------------
Signature
Michael J. Rigas, Vice
President
------------------------------
Name/Title
July 30, 1997 SYRACUSE HILTON HEAD
- ---------------------- HOLDINGS, L.P.
Date
By: Doris Holdings, L.P.,
General Partner
By: Eleni Acquisition, Inc.,
General Partner
By: /s/ Michael J. Rigas
------------------------------
Signature
Michael J. Rigas, Vice
President
------------------------------
Name/Title
July 30, 1997 DORIS HOLDINGS, L.P.
- ----------------------
Date
By: Eleni Acquisition, Inc.,
General Partner
By: /s/ Michael J. Rigas
------------------------------
Signature
Michael J. Rigas, Vice
President
------------------------------
Name/Title
-22-
<PAGE>
July 30, 1997 ELENI ACQUISITION, INC.
- ----------------------
Date
By: /s/ Michael J. Rigas
------------------------------
Signature
Michael J. Rigas, Vice
President
------------------------------
Name/Title
July 30, 1997 HIGHLAND HOLDINGS
- ----------------------
Date
By: /s/ Michael J. Rigas
------------------------------
Signature
Michael J. Rigas, Partner
------------------------------
Name/Title
-23-
<PAGE>
SCHEDULE A
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 5)
<TABLE>
<CAPTION>
Principal Occupation or Employment and Principal Business
Name and Business Address and Address
<S> <C>
John J. Rigas Chairman, Chief Executive Officer and President
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Michael J. Rigas Executive Vice President
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Timothy J. Rigas Executive Vice President, Chief Financial
Main at Water Street Officer and Treasurer
Coudersport, Pennsylvania 16915 Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
James P. Rigas Executive Vice President
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Ellen K. Rigas Self-employed
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Daniel R. Milliard Senior Vice President and Secretary
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 5)
Name:John J. Rigas
Date of Acquisition Amount of Class A Common Stock
Acquired (Disposed of) Price Per Share Aggregate Purchase Price
<S> <C> <C> <C>
June 19,1997 15 $7.625 $114.38
June 24, 1997 (15) gift n/a
Name: Michael J. Rigas
Date of Acquisition Amount of Class A Common Stock
Acquired (Disposed of) Price Per Share Aggregate Purchase Price
June 5, 1997 10 $6.25 $62.50
June 9, 1997 5 $7.50 $37.50
June 18, 1997 (15) gift n/a
</TABLE>
-25-
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 5)
1. AMOUNT BENEFICIALLY OWNED
LIMITED PURPOSE GROUP. The Limited Purpose Group is deemed to
beneficially own 27,169,308 shares of the Class A Common Stock of the Company,
which number includes 97,949 shares of Class A Common Stock beneficially owned
by Dorellenic, a general partnership in which each of the members of the Limited
Purpose Group except Daniel R. Milliard are the sole general partners, and
13,849,913 shares of Class A Common Stock beneficially owned or deemed
beneficially owned by Highland, a general partnership in which each of the
members of the Limited Purpose Group except Daniel R. Milliard are the sole
general partners. This number also includes 700 shares of Class A Common Stock
beneficially owned by Daniel R. Milliard jointly with his spouse and 300 shares
of Class A Common Stock held of record by Daniel R. Milliard's spouse as trustee
for Daniel R. Milliard's children. The shares held jointly or individually by
Daniel R. Milliard's spouse are deemed to be beneficially owned by Daniel R.
Milliard and are therefore included in the shares deemed beneficially owned by
the Limited Purpose Group for purposes of this statement. Further, to the extent
that the shares deemed beneficially owned by the other members of the Limited
Purpose Group are deemed beneficially owned by John J. Rigas as discussed below,
the shares that are held by Daniel R. Milliard's spouse individually and jointly
with her husband are included in the shares deemed beneficially held by John J.
Rigas for purposes of this statement. The Limited Purpose Group and each member
of the Limited Purpose Group disclaims beneficial ownership of the shares of
Class A Common Stock held of record by Daniel R. Milliard's spouse, as trustee
for Daniel R. Milliard's children. In addition, each member of the Limited
Purpose Group disclaims beneficial ownership of the shares of Class A and Class
B Common Stock directly held by other members of the Limited Purpose Group or
into which the shares of Class B Common Stock directly held by the other members
of the Limited Purpose Group are convertible.
Each member of the Limited Purpose Group, as well as
Dorellenic, is a party to a Stockholders' Agreement wherein they agreed that so
long as they are the holders and beneficial owners in the aggregate of not less
than 25% of the combined voting power of the issued and outstanding Common
Stock, they shall vote their shares of Common Stock for the election of the
directors designated by a majority of the voting power of the shares of Common
Stock owned by them as a group. "Common Stock" is defined in the Stockholders'
Agreement to include the Class A Common Stock and the Class B Common Stock and
any class or series of any class of capital stock into which such shares shall
be converted, and any other class or series of any class of capital stock of
Issuer which has voting power of any nature. Accordingly, the members of the
Limited Purpose Group are acting as a group only with respect to voting for the
election of directors and not for the purpose of acquiring, disposing or
otherwise voting such securities.
Since John J. Rigas has a majority of the voting power of the
shares of Common Stock owned collectively by the Limited Purpose Group, he has
the right by agreement to direct the vote of the shares held by the other
members of the Limited Purpose Group but only with respect to the election of
-26-
<PAGE>
directors, and he has the right to consent to a sale of such shares by other
members of the Limited Purpose Group.
The right of a party to the Stockholders' Agreement to dispose
of shares of Common Stock listed in Item 5(b) and this Schedule C, in the
absence of the consent of the holders of a majority of the voting power of the
shares of Common Stock owned by the parties to the Stockholders' Agreement as a
group, generally is subject to the pro rata right of first refusal of the other
parties to the Stockholders' Agreement in the event of a contemplated Public
Sale (as defined in the Stockholders' Agreement) and to a right of first refusal
in the Company and the other parties to the Stockholders' Agreement in the event
of a contemplated Private Sale (as defined in the Stockholders' Agreement) of
any shares of Common Stock by any party thereto. The Stockholders' Agreement
also mandates in certain circumstances that a decedent stockholder's estate
offer to sell shares of Common Stock in such estate to the other surviving
stockholders.
Neither Dorellenic nor Highland is included in the Schedule
13D Filings or this Amendment No. 5 as a member of the Limited Purpose Group
since their respective share ownership is set forth as being beneficially owned
by each of its general partners who are themselves members of the Limited
Purpose Group and are reporting such ownership hereby.
Each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and
James P. Rigas (the "Sellers") is a party to the Proxy Agreement with Ionian,
which gives each of the Sellers voting rights over certain of the 940,000 shares
of Class A Common Stock held by Ionian and certain rights of first refusal over
all such shares. Accordingly, shares held by Ionian over which each Seller has
voting rights are reported as shares as to which such person shares voting
rights with Ionian and each Seller reports shared dispositive power over the
shares held by Ionian pursuant to the right of first refusal and the requirement
of Sellers' consent to any other sale by Ionian. The Limited Purpose Group
reports shared voting power over the shares held by Ionian.
John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P.
Rigas are shareholders, directors and officers of Eleni Acquisition, Inc., the
general partner of Doris, which is the general partner of SHHH. As such, they
share voting and investment control over the 1,458,151 shares of Class A Common
Stock held by SHHH. Accordingly, the shares held by SHHH are reported as shares
as to which such individuals and the Limited Purpose Group share voting power.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING
PERSONS. John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas,
Ellen K. Rigas and Daniel R. Milliard are deemed to beneficially own 22,202,768,
18,164,234, 18,164,234, 17,399,698, 14,223,275 and 1,000 shares, respectively,
of the Class A Common Stock of the Company, each of which amounts includes
(except for those accorded to Daniel R. Milliard) 97,949 of the same shares of
Class A Common Stock beneficially owned by Dorellenic, a general partnership in
-27-
<PAGE>
which the above-named individuals (except Daniel R. Milliard) are the sole
general partners and 13,849,913 of the same shares beneficially owned or deemed
beneficially owned by Highland, a general partnership in which all such
individuals (except Daniel R. Milliard) are the sole general partners. In
addition, John J. Rigas has the right by agreement to direct the vote for the
election of directors of an additional 4,966,540 shares of the Class A Common
Stock beneficially owned by the other members of the Limited Purpose Group
(assuming such persons convert their Class B Common Stock into Class A Common
Stock) which, for purposes of the Schedule 13D filings and this Amendment No. 5,
gives John J. Rigas beneficial ownership of a total of 27,169,308 shares of
Class A Common Stock.
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 39,982,812 shares of Class A
Common Stock outstanding (which assumes the conversion of 10,846,544 shares of
Class B Common Stock into Class A Common Stock by each of the members of the
Limited Purpose Group and by Dorellenic, and the conversion of 80,000 shares of
Series C Preferred Stock into 9,433,960 shares of Class A Common Stock by
Highland Holdings), the Limited Purpose Group's beneficial ownership represents
68.0%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING
PERSONS.
JOHN J. RIGAS: Based upon 35,019,272 shares of Class A Common
Stock outstanding (which assumes the conversion of 5,883,004
shares of Class B Common Stock held of record by John J. Rigas
and by Dorellenic into shares of Class A Common Stock, and the
conversion of 80,000 shares of Series C Preferred Stock into
9,433,960 shares of Class A Common Stock by Highland
Holdings), John J. Rigas' beneficial ownership represents
63.4%. In addition, John J. Rigas has the right by agreement
to direct the vote for the election of directors of, and to
consent to the private sale of, an additional 4,966,540 shares
of Class A Common Stock beneficially owned by the other
members of the Limited Purpose Group (assuming such persons
converted their Class B Common Stock into Class A Common
Stock) which, for purposes of the Schedule 13D Filings and
this Amendment No. 5, increases John J. Rigas' beneficial
ownership to 68.0%.
MICHAEL J. RIGAS AND TIMOTHY J. RIGAS: Based upon 31,052,238
shares of Class A Common Stock outstanding (which assumes
respectively, for each individual, the conversion of 1,915,970
shares of Class B Common Stock held of record by such person
and by Dorellenic into shares of Class A Common Stock, and the
conversion of 80,000 shares of Series C Preferred Stock into
9,433,960 shares of Class A Common Stock by Highland
-28-
<PAGE>
Holdings), each such individual's beneficial ownership
represents 58.5%.
JAMES P. RIGAS: Based upon 30,287,902 shares of Class A Common
Stock outstanding (which assumes the conversion of 1,151,634
shares of Class B Common Stock held of record by James P.
Rigas and Dorellenic into shares of Class A Common Stock, and
the conversion of 80,000 shares of Series C Preferred Stock
into 9,433,960 shares of Class A Common Stock by Highland
Holdings), James P. Rigas' beneficial ownership represents
57.4%.
ELLEN K. RIGAS: Based upon 29,508,030 shares of Class A Common
Stock outstanding (which assumes the conversion of 371,762
shares of Class B Common Stock held of record by Ellen K.
Rigas and by Dorellenic into shares of Class A Common Stock,
and the conversion of 80,000 shares of Series C Preferred
Stock into 9,433,960 shares of Class A Common Stock by
Highland Holdings), Ellen K. Rigas' beneficial ownership
represents 48.2%.
DANIEL R. MILLIARD: Based upon 19,702,308 shares of Class A
Common Stock outstanding, Daniel R. Milliard's beneficial
ownership represents 0.0%.
IONIAN COMMUNICATIONS, L.P. (AND, AS TO THE SAME SHARES, ILIAD
HOLDINGS, INC.): Based on 19,702,308 shares of Class A Common
Stock outstanding, Ionian's beneficial ownership represents
4.8%.
HIGHLAND HOLDINGS: Based on 29,136,268 shares of Class A
Common Stock outstanding (which assumes the conversion of
80,000 shares of Series C Preferred Stock into 9,433,960
shares of Class A Common Stock by Highland Holdings),
Highland's beneficial ownership represents 47.5%.
SYRACUSE HILTON HEAD HOLDINGS, L.P. (AND, AS TO THE SAME
SHARES, DORIS HOLDINGS, L.P. AND ELENI ACQUISITION, INC.):
Based on 19,702,308 shares of Class A Common Stock
outstanding, SHHH's beneficial ownership represents 7.4%.
-29-
<PAGE>
<TABLE>
<CAPTION>
3. NUMBER OF SHARES AS TO WHICH SUCH PERSONS HAVE:
(a) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
<S> <C>
LIMITED PURPOSE GROUP: 24,770,157
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas 5,856,755
Michael J. Rigas 0 -- for election of directors
1,818,221 -- for all other voting power purposes
Timothy J. Rigas: 0 -- for election of directors
1,818,221 -- for all other voting power purposes
James P. Rigas: 0 -- for election of directors
1,053,685 -- for all other voting power purposes
Ellen K. Rigas: 0 -- for election of directors
275,413 -- for all other voting power purposes
Daniel R. Milliard: 0
Ionian Communications, L.P. (and Iliad 0
Holdings, Inc.)
Highland Holdings: 0
Syracuse Hilton Head Holdings, L.P. (and 0
Doris Holdings, L.P. and Eleni Acquisition,
Inc.)
-30-
<PAGE>
(b) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
LIMITED PURPOSE GROUP: 2,399,151
LIMITED PURPOSE GROUP MEMBERS AND
INDIVIDUAL REPORTING PERSONS:
John J. Rigas: 21,312,553
Michael J. Rigas: 17,417,534 -- for the election of directors only
15,599,313 -- for all other voting power purposes
Timothy J. Rigas: 17,417,534 -- for the election of directors only
15,599,313 -- for all other voting power purposes
James P. Rigas: 16,652,990 -- for the election of directors only
15,599,313 -- for all other voting power purposes
Ellen K. Rigas: 14,223,275-- for the election of directors only
13,947,862-- for all other voting power purposes
Daniel R. Milliard: 1,000
Ionian Communications, L.P. (and Iliad 940,000
Holdings, Inc.):
Highland Holdings: 13,849,913
Syracuse Hilton Head Holdings, L.P. (and 1,458,151
Doris Holdings, L.P. and Eleni Acquisition,
Inc.):
-31-
<PAGE>
(c) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP MEMBERS AND
INDIVIDUAL REPORTING PERSONS:
John J. Rigas: 5,856,755
Michael J. Rigas: 1,818,221
Timothy J. Rigas: 1,818,221
James P. Rigas: 1,053,685
Ellen K. Rigas: 275,413
Daniel R. Milliard: 0
Ionian Communications, L.P. (and Iliad 0
Holdings, Inc.):
Highland Holdings: 0
Syracuse Hilton Head Holdings, L.P. (and 0
Doris Holdings, L.P. and Eleni Acquisition,
Inc.):
See also Item 6 and this Schedule C for certain
provisions governing the disposition of shares of
Common Stock.
(d) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP MEMBERS AND
INDIVIDUAL REPORTING PERSONS:
John J. Rigas: 16,346,013
Michael J. Rigas: 16,346,013
Timothy J. Rigas: 16,346,013
-32-
<PAGE>
James P. Rigas: 16,346,013
Ellen K. Rigas: 13,947,862
Daniel R. Milliard: 1,000
Ionian Communications, L.P. (and Iliad 940,000
Holdings, Inc.):
Highland Holdings: 13,849,913
Syracuse Hilton Head Holdings, L.P 1,458,151
(and Doris Holdings, L.P. and Eleni
Acquisition, Inc.):
See also Item 6 and this Schedule C for certain
provisions governing the disposition of shares of
Common Stock.
</TABLE>
-33-
<PAGE>
EXHIBIT 11
June 22, 1997
Telesat Cablevision, Inc.
11760 U.S. Highway One
Suite 600
N. Palm Beach, Florida 33408
Attention: Leslie J. Gelber
Re: Series C Preferred Stock
Gentlemen:
In connection with that certain Stock Purchase Agreement between and
among Adelphia Communications Corporation ("Adelphia"), Telesat Cablevision,
Inc. ("Telesat") and Highland Holdings (the "Private Company") of even date
herewith (the "Stock Purchase Agreement"), it is our understanding that Telesat
and the Private Company, in their capacities as holders of the shares of the
Series C Cumulative Convertible Preferred Stock of Adelphia (the "Series C
Preferred Stock") issued pursuant to the Stock Purchase Agreement (the
"Shares"), have agreed to the following terms and conditions related to their
interests in the Shares.
1. Series C Directors. With respect to the right of a majority of
holders of the outstanding shares of the Series C Preferred Stock to elect two
directors (the "Series C Directors") to fill the Adelphia Board of Directors
seats that would be created upon the occurrence of certain Voting Rights Trigger
Events as such are described in Section 6(b) of Adelphia's Series C Preferred
Stock Certificate of Designations (the "Certificate of Designations"), Telesat
and the Private Company agree that for as long as Telesat has not sold,
transferred, assigned (other than a sale, transfer or assignment to an Affiliate
of Telesat) or converted more than 50% of the Shares it is purchasing pursuant
to the Stock Purchase Agreement (the "Telesat Shares"): (a) the Private Company
agrees to vote its Shares in favor of at least one Telesat Series C Director
nominee for as long as Telesat and the Private Company together own a majority
of the outstanding Shares and (b) Telesat and the Private Company will not vote
to fill the second Series C Director seat; provided, however, that if the
Private Company sells, transfers or assigns, , to one or more third parties that
are not part of the Rigas Family (as defined below) more than 62.5% of the
Shares which were initially issued to the Private Company (the "Company
Shares"), the agreement contained in clause (b) shall have no further force or
effect.
-34-
<PAGE>
2. Right of Co-sale; Control Transfer.(a) At least 30 days
prior to the Private Company making any Control Transfer, the Private Company
(the "Transferring Shareholder") shall deliver a written notice (a "Sale
Notice") to Telesat, which shall disclose in reasonable detail the proposed
number of Company Shares to be transferred (the "Offered Shares"), the proposed
terms and conditions of the Control Transfer and the identity of the prospective
transferee(s) (if known) subject to any confidentiality terms agreed upon by the
Transferring Shareholder and the prospective transferee(s). Telesat may elect to
participate in the proposed Control Transfer by delivering written notice (the
"Co-Sale Election") to the Transferring Shareholder(s) within 15 days after
delivery of the Sale Notice.
(b) If Telesat elects to participate in such Control Transfer,
then Telesat will be entitled to sell in such proposed Control Transfer, at the
per Share price stated in the Sale Notice, up to that number of Shares equal to
(i) the Offered Shares, multiplied by (ii) a fraction, the numerator of which
shall be the number of Shares then owned by Telesat, and the denominator of
which shall be the number of Shares then owned by Telesat plus the number of
Shares owned by the Transferring Shareholder; provided, that to the extent the
Transferring Shareholder is required in accordance with the terms of the
proposed Control Transfer to convert the Company Shares being sold into Class A
Common Stock of Adelphia, par value $.01 per share ("Company Converted Class A
Common Shares"), prior to the transfer, then Telesat shall also be required to
convert prior to such transfer in order to participate in the Control Transfer;
provided, further, that the formula previously set forth in this Section 2(b)
shall be used to calculate the number of Shares to be converted (shares
resulting from a conversion of Shares by Telesat to be referred to as "Telesat
Converted Class A Common Shares") and that Telesat will be entitled to sell in
the proposed Control Transfer. Except as expressly set forth in Sections 2(b)
and 3(b) hereof, Telesat shall not have any co-sale rights pursuant to this
Letter Agreement with respect to any Class A Common Stock that it holds as a
result of the conversion of the Shares or otherwise.
(c) Telesat shall state in its Co-Sale Election the number of
Telesat Shares or Telesat Converted Class A Common Shares, as applicable, it has
elected to sell in the proposed Control Transfer. The Transferring Shareholder
shall use its best efforts to obtain the agreement of the prospective
transferee(s) to the participation of Telesat in any contemplated Control
Transfer to the extent provided in the Co-Sale Election, and the Transferring
Shareholder shall not effect a Control Transfer of any of the Company's Shares
to any prospective transferee(s) if such transferee(s) will not permit
participation by Telesat to the extent provided by this Section 2.
(d) For purposes of this Agreement, a "Control Transfer" means
any single sale, transfer, assignment or other disposal or a related series
thereof (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law, but excluding a bona fide pledge to secure
indebtedness) or series of related sales, transfers, assignments or other
disposals to a party that is not a member of the Rigas Family of at least 50% of
the Company Shares initially issued to the Private Company; provided, however,
that if a Sale Notice has been delivered with respect to a proposed Control
Transfer and such Control Transfer is subsequently consummated, no subsequent
transfers shall be deemed to be a Control Transfer.
-35-
<PAGE>
3. Right of Co-Sale; Change of Control. (a) At least 30 days prior to a
proposed Change of Control, the Rigas Family shall deliver a written notice (a
"Change of Control Notice") to Telesat, which shall disclose in reasonable
detail the proposed transaction resulting in the Change of Control; provided
that Telesat agrees to any confidentiality terms agreed upon by affected members
of the Rigas Family and the prospective acquiror. If the Change of Control
involves the sale, transfer or assignment of the Company Shares or Company
Converted Class A Common Shares, Telesat may elect to participate in the
proposed Change of Control by delivering written notice (the "Participation
Election") to the affected members of the Rigas Family within 15 days after
delivery of the Change of Control Notice.
(b) If Telesat elects to participate in such Change of
Control, Telesat will be required to convert all of its Shares into Class A
Common Stock in order to participate. Telesat will then be entitled to sell not
less than all of the Telesat Converted Class A Common Shares at the price per
share stated in the Change of Control Notice.
(c) The affected members of the Rigas Family shall use their
best efforts to obtain the agreement of the prospective acquiror to the
participation of Telesat in any contemplated Change of Control. To the extent it
is not possible to obtain the agreement of the prospective acquiror, the Rigas
Family or any member thereof, at Telesat's election,shall be required to
purchase such Telesat Shares or Telesat Converted Class A Common Shares at the
price stated in the Change of Control Notice (or, if no price is stated in such
Change of Control Notice, at the greater of (i) Fair Market Value, and (ii) (x)
if such purchase is to occur prior to August 1, 2000, at a price per share equal
to the Liquidation Preference (as defined in the Certificate of Designations),
or (y) if such purchase is to occur on or after August 1, 2000, at a price per
share equal to the Applicable Redemption Price, as defined in the Certificate of
Designations) or will not effect a Change of Control to the extent the Rigas
Family or any member of thereof can control the occurrence such Change of
Control.
4. Voting of Shares. The Private Company hereby agrees that it shall
vote the Company Shares which it holds in the manner directed by Telesat in
connection with proposals requiring the consent of the holders of the Shares
pursuant to Sections 6(f), (g) and (h) of the Certificate of Designations;
provided, however, that the agreement contained in this Section 4 shall be of no
further force or effect (a) upon the consummation of a Change of Control or a
Control Transfer, or (b) in the event that Telesat sells, transfers, assigns or
otherwise disposes of, or converts into Class A Common Stock, at least 50% of
the shares of Series C Preferred Stock initially issued to Telesat.
5. Definitions. For the purposes of this Letter Agreement,
the following terms shall have the meanings indicated:
(a) "Change of Control" means any occurrence resulting in (i)
a P-person other than a member of the Rigas Family becoming the beneficial owner
of more than 35% of the total voting power required to elect or designate for
election a majority of Adelphia's Board of Directors and attaching to the then
outstanding voting capital stock of Adelphia and (ii) no member of the Rigas
Family at such time being the beneficial owner of more than 35% of the total
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voting power required to elect or designate for election a majority of
Adelphia's Board of Directors and attaching to the then outstanding voting
capital stock of Adelphia; provided, however, that if a Change of Control Notice
has been delivered with respect to a proposed Change of Control and such Change
of Control is subsequently consummated, no subsequent transfers shall be deemed
to be a Control Transfer.
(b) "Immediate Family" means the spouse, child, grandchild,
grandparent, lineal descendant or ancestor, mother, father, sister, brother,
niece or nephew, (whether natural or adopted) of a specified Person or any
spouse of the foregoing.
(c) "Person" means an individual, a partnership, a
corporation, a business trust, a joint stock company, a group (within the
meaning of Section 13(d) under the Securities Exchange Act of 1934, as amended),
a trust, any unincorporated association, a joint venture, a governmental
authority or any other entity of whatever nature.
(d) "Rigas Family" means John J. Rigas, Doris N. Rigas,
Timothy J. Rigas, Michael J. Rigas, James P. Rigas, Ellen K. Rigas, any of the
Immediate Family of any of them, any of the respective estates or lineal
descendants of any such person, any trust created for the benefit of any such
persons (so long as one or more of the foregoing persons is the controlling
trustee) and, 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 person owned or controlled directly or
indirectly by one or more members of the Rigas Family.
(e) "Fair Market Value" means the fair market value of the
securities in question (i) as mutually agreed to by Telesat and the Private
Company, or (ii) if no such agreement is reached within seven (7) days of
Telesat's election as described above, as determined by an appraisal conducted
by two independent appraisers, one selected by Telesat, and one by the Private
Company; provided, however, that if either the Private Company or Telesat fails
to choose an appraiser prior to fifteen (15) days after receiving notice of the
other party's choice of an independent appraiser, such other party's choice of
independent appraiser shall be the sole appraiser for purposes of this letter.
In the event that such two appraisers are unable to agree on the Fair Market
Value within thirty (30) days following their selection, they shall jointly
appoint a third independent appraiser whose determination shall be issued within
thirty (30) days thereafter and shall be final and binding. The Private Company
and Telesat shall each bear the cost of the respective appraiser selected by
them, and the cost of the appraisal conducted by a third appraiser shall be
borne equally by the Private Company and Telesat.
6. Assignment. Except as provided below, this Letter Agreement may not
be assigned in whole or in part and shall not be binding upon transferees of the
Shares, other than transferees who control, are controlled by or are under
common control with either of the parties hereto ("Affiliates"). Either party
may assign this Agreement to an Affiliate of such party ("Assignee"); provided
however that such assignment shall not be effective until the Assignee delivers
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to the non-assigning party an executed assumption and undertaking pursuant to
which the Assignee agrees to be bound by and perform all of the obligations of
the assigning party.
7. Counterparts. This Letter Agreement may be executed simultaneously
in separate counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Letter Agreement. Delivery of executed signature pages by
facsimile transmission shall constitute effective and binding execution and
delivery of this Letter Agreement.
8. Governing Law. This Letter Agreement shall be interpreted
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to its choice of law provisions.
9. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Letter Agreement shall be
in writing and shall be deemed to have been given when delivered personally to
the recipient, sent to the recipient by facsimile transmission (as evidenced by
a confirmation mechanically produced simultaneously with the completion of such
transmission), reputable express courier service (charges prepaid) or mailed to
the recipient by certified or registered mail, return receipt requested and
postage prepaid. Such notices, demands and other communications shall be sent to
the Telesat and the Private Company and at the addresses and telecopy numbers
set forth in the Stock Purchase Agreement, or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party. For the purpose of this notice provision,
the Rigas Family shall be treated the same as the Private Company.
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If the foregoing is also your understanding of our agreement,
please sign, date and return a copy to us of this letter.
Very truly yours,
HIGHLAND HOLDINGS
By:\s\ Michael J. Rigas
Its:________________________________
ACCEPTED and AGREED TO, intending to be legally bound, as of this 7th day of
July, 1997:
TELESAT CABLEVISION, INC.
By:/s/ L.J. Gelber
Its:___________________________
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