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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 7, 1998
REGISTRATION NO. 333-59999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO THE
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4841 23-2417713
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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MAIN AT WATER STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
COLIN HIGGIN, ESQUIRE
DEPUTY GENERAL COUNSEL
ADELPHIA COMMUNICATIONS CORPORATION
MAIN AT WATER STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
CARL E. ROTHENBERGER, JR., ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
21ST FLOOR, 301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 562-8826
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the expenses which will be incurred by the
Company in connection with the issuance and distribution of the securities being
registered.*
AMOUNT
SEC filing fee.............................................. $247,959
Legal fees and expenses..................................... 50,000
Accounting fees and expenses................................ 7,500
Miscellaneous expenses...................................... 25,000
Total....................................................... $330,459
* All amounts are estimated except for the SEC filing fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides in general
that a corporation may indemnify its directors, officers, employees or agents
against expenditures (including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits to which they
may be made parties by reason of their being directors, officers, employees or
agents and shall so indemnify such persons against expenses (including
attorneys' fees) if they have been successful on the merits or otherwise. The
bylaws of Adelphia provide for indemnification of the officers and directors of
Adelphia to the full extent permissible under Delaware law.
Adelphia's Certificate of Incorporation also provides, pursuant to Section
102(b)(7) of the Delaware General Corporation Law, that directors of Adelphia
shall not be personally liable to Adelphia or its stockholders for monetary
damages for breach of fiduciary duty as a director for acts or omissions after
July 1, 1986, provided that directors shall nonetheless be liable for breaches
of the duty of loyalty, bad faith, intentional misconduct, knowing violations of
law, unlawful distributions to stockholders, or transactions from which a
director derived an improper personal benefit.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:
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Exhibit No. Reference
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<C> <S> <C>
4.01 The Certificate of Incorporation of Adelphia Communications *
Corporation
5.01 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith.
12.01 Computation of Ratio of Earnings to Combined Fixed Charges and *
Preferred Stock Dividends
23.01 Consent of Deloitte & Touche LLP *
23.02 Consent of Buchanan Ingersoll Professional Corporation **
24.01 Power of Attorney (included on the signature page of the *
Registration Statement)
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* Previously filed.
** Included in their opinion.
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ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment Number 1 to registration statement on
Form S-3 and has duly caused Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Coudersport,
Commonwealth of Pennsylvania, on the 7th day of August, 1998.
ADELPHIA COMMUNICATIONS CORPORATION
By /s/ Timothy J. Rigas
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Timothy J. Rigas, Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
Number 1 to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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* Chairman, President and Chief Executive August 7, 1998
- ------------------------------- Officer
JOHN J. RIGAS
* Executive Vice President and Director August 7, 1998
- -------------------------------
MICHAEL J. RIGAS
/s/ Timothy J. Rigas Executive Vice President, Chief August 7, 1998
- ------------------------------- Financial Officer, Chief Accounting
TIMOTHY J. RIGAS Officer, Treasurer and Director
* Executive Vice President and Director August 7, 1998
- -------------------------------
JAMES P. RIGAS
* Senior Vice President, Secretary and August 7, 1998
- ------------------------------- Director
DANIEL R. MILLIARD
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SIGNATURES TITLE DATE
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- ------------------------------- Director August __, 1998
PETE J. METROS
- ------------------------------- Director August __, 1998
DENNIS P. COYLE
- ------------------------------- Director August __, 1998
PERRY S. PATTERSON
*/s/ Timothy J. Rigas
- ------------------------------- August 7, 1998
Timothy J. Rigas,
as attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Reference
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4.01 The Certificate of Incorporation of Adelphia Communications *
Corporation
5.01 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith.
12.01 Computation of Ratio of Earnings to Combined Fixed Charges and *
Preferred Stock Dividends
23.01 Consent of Deloitte & Touche LLP *
23.02 Consent of Buchanan Ingersoll Professional Corporation **
24.01 Power of Attorney (included on the signature page of the *
Registration Statement)
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* Previously filed.
** Included in their opinion.
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Exhibit 5.01
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
August 7, 1998
Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
Re: Registration Statement File No. 333-59999
Ladies and Gentlemen:
We have acted as counsel to Adelphia Communications Corporation, a Delaware
corporation ("Adelphia" or the "Company"), in connection with the preparation of
a Registration Statement on Form S-3, File No. 333-59999 (as amended and
supplemented, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), including the form of prospectus included therein (as
supplemented, the "Prospectus"), filed by the Company with the Securities and
Exchange Commission (the "Commission") on July 28, 1998 to register 100,000
shares of 8 1/8% Series C Cumulative Convertible Preferred Stock (including the
Class A Common Stock into which it is convertible) and 10,400,000,000 shares of
Class A Common Stock of the Company, including the portion of such shares being
registered to permit the acquisition thereof by Highland Communications, LLC,
one of the Selling Stockholders named therein (the "Adelphia Shares").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
certificates or records as we have deemed necessary or appropriate as bases for
the opinions set forth herein. In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based on the foregoing, we are of the opinion that the Adelphia Shares have
been duly authorized and when sold as contemplated by the Registration Statement
will be validly issued, fully paid and non-assessable. We hereby consent to the
filing of this opinion as Exhibit 5.01 to the Registration Statement and to
being named as passing upon the legality of Adelphia's Class A Common Stock
being offered in the Prospectus (as supplemented).
Buchanan Ingersoll Professional Corporation
By: /s/ Lewis U. Davis, Jr.
