SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) September 10, 1998
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16014 23-2417713
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Main at Water Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
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Item 5. Other Events
The Registrant recently announced a pending transaction which is the
subject of a press release which is being filed herewith as Exhibit 99.01 under
Item 7 hereof and which is incorporated by reference herein. In addition, on
September 1, 1998, subsidiaries of the Registrant consummated the previously
announced pending acquisition of cable systems serving approximately 62,000
subscribers in Connecticut and Virginia from Marcus Cable, Inc. for
approximately $150 million in cash.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press Release dated September 10, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 11, 1998 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ Timothy J. Rigas
Timothy J. Rigas
Executive Vice President,
Treasurer and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description
99.01 Press Release dated September 10, 1998.
<PAGE>
Exhibit 99.01
FOR IMMEDIATE RELEASE
September 10, 1998
Contact: Tim Rigas, Adelphia Communications Corporation, (814) 274-9830
ADELPHIA, A JOHN RIGAS FAMILY PARTNERSHIP, AND TCI SIGN DEFINITIVE AGREEMENTS
COUDERSPORT, PA, - Adelphia Communications Corporation ("Adelphia") announced
today that it has entered into a definitive agreement to merge a subsidiary of
Adelphia with the subsidiary of Tele-Communications, Inc. ("TCI") that holds an
interest in Syracuse Hilton Head Holdings, L.P. ("SHHH, L.P."), an Adelphia
managed partnership controlled by the family of John Rigas. TCI will receive
2,250,000 newly issued shares of Adelphia Communications Corporation Class A
Common Stock as a result of the merger. Simultaneously, Adelphia and SHHH, L.P.
agreed to distribute certain SHHH, L.P. cable systems in Virginia and North
Carolina (the "Systems") to Adelphia, in exchange for the interest acquired by
Adelphia from TCI as described above, the remainder of Adelphia's minority
equity interests in SHHH, L.P, and certain affiliate receivables owed to
Adelphia. The Systems are being distributed to Adelphia without indebtedness.
Pro forma for the rate increases that went into effect on August 1, 1998, the
Systems generate approximately $9.6 million in annualized operating cash flow.
Adelphia's Board of Directors received a fairness opinion in connection with the
transactions.
Adelphia anticipates that all of the transactions noted above will close in the
quarter ended December 31, 1998.
Adelphia's Class A Common Stock is traded on the National Market tier of the
Nasdaq Stock Market under the symbol ADLAC.
