SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HYPERION TELECOMMUNICATIONS, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
44914K 30 6
(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)
May 8, 1998
(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 thereporting 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.: 44914K 30 6
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Adelphia Communications Corporation (I.R.S. Identification
No. 23-2417713)
(2) Check the Appropriate Box if a Member of a Group (a) _
(b) _
(3) SEC Use Only
(4) Source of Funds
BK/PF/OO
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) _
(6) Citizenship or Place of Organization:
Delaware
Number of (7) Sole Voting Power -0- Shares
Shares
Beneficially (8) Shared Voting Power 37,704,259 Shares
Owned by
Each (9) Sole Dispositive Power -0- Shares
Reporting
Person With (10) Shared Dispositive Power 37,704,259 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
37,704,259 (shares held by Adelphia, which include 6,966,667
shares of Class A Common Stock, 29,125,066 shares of Class B
Common Stock convertible into Class A Common Stock and
warrants to acquire 1,612,526 shares of Class A Common Stock)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
74.4%
(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No.: 44914K 30 6
(1) Names of Reporting Persons
John J. Rigas
(2) Check the Appropriate Box if a Member of a Group (a) _
(b) _
(3) SEC Use Only
(4) Source of Funds
AF
(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 37,704,259 Shares
Owned by
Each (9) Sole Dispositive Power -0- Shares
Reporting
Person With (10) Shared Dispositive Power 37,704,259 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
37,704,259 (shares held by Adelphia, which include 6,966,667
shares of Class A Common Stock, 29,125,066 shares of Class B
Common Stock convertible into Class A Common Stock and
warrants to acquire 1,612,526 shares of Class A Common Stock)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
74.4%
(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No.: 44914K 30 6
(1) Names of Reporting Persons
Michael J. Rigas
(2) Check the Appropriate Box if a Member of a Group (a) _
(b) _
(3) SEC Use Only
(4) Source of Funds
AF
(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 37,704,259 Shares
Owned by
Each (9) Sole Dispositive Power -0- Shares
Reporting
Person With (10) Shared Dispositive Power 37,704,259 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
37,704,259 (shares held by Adelphia, which include 6,966,667
shares of Class A Common Stock, 29,125,066 shares of Class B
Common Stock convertible into Class A Common Stock and
warrants to acquire 1,612,526 shares of Class A Common Stock)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
74.4%
(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No.: 44914K 30 6
(1) Names of Reporting Persons
Timothy J. Rigas
(2) Check the Appropriate Box if a Member of a Group (a) _
(b) _
(3) SEC Use Only
(4) Source of Funds
AF
(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 37,704,259 Shares
Owned by
Each (9) Sole Dispositive Power -0- Shares
Reporting
Person With (10) Shared Dispositive Power 37,704,259 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
37,704,259 (shares held by Adelphia, which include 6,966,667
shares of Class A Common Stock, 29,125,066 shares of Class B
Common Stock convertible into Class A Common Stock and
warrants to acquire 1,612,526 shares of Class A Common Stock)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
74.4%
(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No.: 44914K 30 6
(1) Names of Reporting Persons
James P. Rigas
(2) Check the Appropriate Box if a Member of a Group (a) _
(b) _
(3) SEC Use Only
(4) Source of Funds
AF
(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 37,704,259 Shares
Owned by
Each (9) Sole Dispositive Power -0- Shares
Reporting
Person With (10) Shared Dispositive Power 37,704,259 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
37,704,259 (shares held by Adelphia, which include 6,966,667
shares of Class A Common Stock, 29,125,066 shares of Class B
Common Stock convertible into Class A Common Stock and
warrants to acquire 1,612,526 shares of Class A Common Stock)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
74.4%
(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No.: 44914K 30 6
(1) Names of Reporting Persons
Daniel R. Milliard
(2) Check the Appropriate Box if a Member of a Group (a) _
(b) _
(3) SEC Use Only
(4) Source of Funds
AF
(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 455,000 Shares
Shares
Beneficially (8) Shared Voting Power 37,704,259 Shares
Owned by
Each (9) Sole Dispositive Power 455,000 Shares
Reporting
Person With (10) Shared Dispositive Power 37,704,259 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
38,159,259 (which includes 455,000 shares of Class A Common
Stock owned by Mr. Milliard and shares held by Adelphia
including 29,125,066 shares of Class B Common Stock
convertible into Class A Common Stock and warrants to acquire
1,612,526 shares of Class A Common Stock)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
75.3%
(14) Type of Reporting Person (See Instructions)
IN
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1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value
$.01 per share, of Hyperion Telecommunications, Inc. ("Hyperion" or the
"Company"), 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 at the option of the holder. The Company's
Class A Common Stock is registered under the Securities Exchange Act of 1934
("Exchange Act") while the Company's Class B Common Stock, par value $.01 per
share, has not been so registered. The registration statement on Form 8-A under
the Exchange Act (File No. 0-21605) for the Class A Common Stock of the Company
became effective on May 4, 1998, simultaneously with the Form S-1 Registration
Statement for the initial public offering of such stock (File No. 333-48209),
and the closing for such offering was consummated on May 8, 1998. The Class A
Common Stock and the Class B Common Stock are referred to collectively herein as
the "Common Stock."
2. IDENTITY AND BACKGROUND
The Reporting Persons include Adelphia Communications
Corporation, a Delaware corporation ("Adelphia"), John J. Rigas, Michael J.
Rigas, Timothy J. Rigas and James P. Rigas (collectively the "Rigas Reporting
Persons") and Daniel R. Milliard (together with the Rigas Reporting Persons, the
"Individual Reporting Persons" and each an "Individual Reporting Person")
Adelphia and the Individual Reporting Persons are referred to herein
collectively as the "Reporting Persons" and each as a "Reporting Person". The
principal business and office address of each of the Reporting Persons is Main
at Water Street, Coudersport, Pennsylvania 16915.
This statement is filed jointly by the Reporting Persons
hereto. The Individual Reporting Persons are each an executive officer and
director of both Adelphia and Hyperion, and the Rigas Reporting Persons are also
controlling stockholders of Adelphia. The Individual Reporting Persons do not
hold directly any shares of Class A Common Stock or Class B Common Stock of
Hyperion and all outstanding shares and warrants reported herein as beneficially
owned are owned of record by Adelphia (except for 455,000 shares of Class A
Common Stock owned by Mr. Milliard). As a result of their relationships with
Adelphia and Hyperion, and Adelphia's relationships with Hyperion, the
Individual Reporting Persons may own beneficially or be deemed to own
beneficially the shares owned by Adelphia.
See Schedule A for (1) the present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each Individual
Reporting Person and each executive officer, director and controlling person of
Adelphia and (2) a listing of the directors, executive officers and controlling
persons of Adelphia.
During the last five years, no Reporting Person, nor any
executive officer or director thereof, has been convicted in a criminal
proceeding (excluding traffic violations and other minor offenses), nor has been
a party to a civil proceeding of a judicial or administrative body of competent
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jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Each of the Individual Reporting Persons, and each executive
officer, director and individual controlling person of Adelphia, is a citizen of
the United States. The Reporting Persons are filing this Schedule 13D jointly
pursuant to an agreement filed herewith as Exhibit 12.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Adelphia currently owns 6,966,667 outstanding shares of Class
A Common Stock and 29,125,066 outstanding shares of Class B Common Stock.
Adelphia also holds warrants (the "Adelphia Warrants") exercisable within 60
days to acquire 1,612,526 shares of Class A Common Stock. Of these securities,
on May 8, 1998, Adelphia acquired 6,966,667 shares of Class A Common Stock,
200,001 shares of Class B Common Stock and the Adelphia Warrants at the
consummation of Hyperion's initial public offering. The remainder of the Class B
Common Stock held by Adelphia has been owned beneficially since October 1991
when the Company was formed. The shares of Class A Common Stock and Class B
Common Stock acquired by Adelphia on May 8, 1998 as described above and the
Adelphia Warrants are collectively referred to herein as the "Securities."
Of the 6,966,667 shares of Class A Common Stock acquired on
May 8, 1998, (i) an aggregate of 433,127 shares of the Company's Class A Common
Stock were acquired by Adelphia in consideration of the contribution by Adelphia
of accounts payable by the Company to Adelphia (including accrued interest
thereon) of $6,496,898 (at $15.00 per share), (ii) an aggregate of 3,209,539
shares were acquired by Adelphia in consideration of the contribution by
Adelphia of the fair market value of a Note owed by the Company to Adelphia of
$48,143,083 (at $15.00 per share), and (iii) an aggregate of 3,324,001 shares
were acquired by Adelphia in consideration of the cash payment of $49,860,015
(at $15.00 per share) to the Company by Adelphia. Of the 200,001 shares of Class
B Common Stock so acquired, 66,667 were purchased for an aggregate of $1,000,000
($15.00 per share) in cash from each of the three Management Stockholders (as
defined below). Of the Warrants so acquired, warrants to purchase 1,412,526
shares of Class A Common Stock at $6.15 per share were acquired from MCImetro
Access Transmission Services, Inc. ("MCI") for an aggregate of $12,500,855 in
cash, and warrants to purchase 200,000 shares of Class A Common Stock at the
initial public offering price ($16.00 per share) were acquired by Adelphia from
the Company as a transaction fee in connection with the acquisition of the
warrants from MCI and related matters. All cash used by Adelphia for the above
acquisitions was provided by cash on hand or by borrowings under revolving bank
credit facilities of Adelphia and its subsidiaries for which Toronto-Dominion
Texas, Inc. serves as Agent.
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4. PURPOSE OF TRANSACTION
Adelphia acquired the Securities for investment purposes. As a
result of its ownership of Class B Common Stock of Hyperion prior to the
above-referenced acquisitions, Adelphia had and continues to have the power to
elect the entire Board of Directors of Hyperion.
The Individual Reporting Persons, both prior to and after the
above-referenced acquisitions, served and continue to serve as directors and
executive officers of both the Company and Adelphia and in such capacities are
involved generally in the Company's and Adelphia's management, business and
operations. The persons listed in Schedule A hereto (excluding Daniel R.
Milliard), in their capacities as stockholders of Adelphia, both prior to and
after the above-referenced acquisition, had the power to elect seven of the
eight members of the Adelphia's Board of Directors and such persons (including
entities they controlled) are or are deemed to be controlling stockholders of
Adelphia. See Schedule 13D, Amendment No. 5, filed on July 31, 1997 by the
Individual Reporting Persons and other filing persons with respect to the Class
A Common Stock of Adelphia (SEC File No. 0-16014), which is incorporated herein
by reference.
The Individual Reporting Persons, as executive officers and
directors of Hyperion, are eligible to receive stock options, stock awards,
phantom stock and other awards under the 1996 Long Term Incentive Compensation
Plan of Hyperion. On April 9, 1998, the Company approved the grant of certain
options and share awards to the Rigas Reporting Persons covering an aggregate of
800,000 shares of Class A Common Stock under the 1996 Plan. These options and
share awards have not yet been granted as of the date of this filing, and all of
them were approved for grant with vesting to occur at the end of the third,
fourth and fifth years after grant. In addition, pursuant to his employment
agreement with the Company, Mr. Milliard is to be awarded or is eligible to
receive options or share awards with respect to the Class A Common Stock of the
Company under the 1996 Plan. See "Management -- Long-Term Incentive Compensation
Plan" and "Management -- Employment Contracts" in the Prospectus (the "Rule 424B
Prospectus") filed pursuant to Rule 424(b)(1) on May 8, 1998 in connection with
the related registration statement filed by Hyperion at SEC File No. 333-48209
(the "Hyperion Registration Statement"), which sections of such Rule 424B
Prospectus are incorporated herein by reference.
5. INTEREST IN SECURITIES OF THE ISSUER
Adelphia currently shares or may be deemed to share with the
Individual Reporting Persons, investment power over 6,966,667 or 35.0% of the
19,921,667 outstanding shares of Class A Common Stock and 29,125,066 or 89.6% of
the 32,500,000 outstanding shares of Class B Common Stock. Adelphia also shares,
or may be deemed to share with the Individual Reporting Persons, investment
power over the Adelphia Warrants which are exercisable within 60 days to acquire
1,612,526 shares of Class A Common Stock. The Class B Common Stock is
convertible into shares of Class A Common Stock on a one-to-one basis by the
holder.
Assuming the exercise of the Adelphia Warrants and the
conversion of Adelphia's Class B Common Stock into Class A Common Stock,
Adelphia would own 37,704,259 shares of Class A Common Stock, or an aggregate of
74.4% of the 50,659,259 then outstanding shares of Class A Common Stock of the
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Company, and would share or may be deemed to share voting and investment power
over such securities with the Individual Reporting Persons.
In addition, Mr. Milliard currently holds sole investment
power over 455,000 or 2.3% of the 19,921,667 outstanding shares of Class A
Common Stock. Mr. Milliard disclaims beneficial ownership of the shares
beneficially owned by Adelphia.
Adelphia currently shares or may be deemed to share with the
Individual Reporting Persons, voting power over 6,966,667 of the 19,921,667
outstanding shares of Class A Common Stock and 29,125,066 of the 32,500,000
outstanding shares of Class B Common Stock which are convertible into Class A
Common Stock.
Assuming the exercise of the Adelphia Warrants and the
conversion of Adelphia's Class B Common Stock into Class A Common Stock,
Adelphia would own 37,704,259 shares of Class A Common Stock, or an aggregate of
74.4% of the 50,659,259 then outstanding shares of Class A Common Stock of the
Company, and would share or may be deemed to share voting and investment power
over such securities with the Individual Reporting Persons.
In addition, Mr. Milliard currently has the sole voting power
over 455,000 shares of Class A Common Stock. Mr. Milliard disclaims beneficial
ownership of the shares beneficially owned by Adelphia.
Except as set forth in Items 3, 4 and 6 of this Schedule, no
Reporting Person has effected any transaction in the Class A or Class B Common
Stock during the past sixty (60) days.
Not applicable.
Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Adelphia has agreed with Messrs. Charles Drenning, Paul
Fajerski and Randolph Fowler (the "Management Stockholders") that so long as
each such Management Stockholder is both an employee and stockholder of the
Company, Adelphia will vote its shares to elect each such person as a director
of the Company. In addition, Adelphia and the Company, and Adelphia, the Company
and the Management Stockholders, are parties respectively to two Registration
Rights Agreements dated October 25, 1996, as amended, which provide Adelphia and
the Management Stockholders with certain rights to have shares of Common Stock
registered for sale under the Securities Act of 1933, as amended. In addition,
Adelphia, the Company and MCI are parties to a letter of understanding pursuant
to which Adelphia acquired certain warrants from MCI and the Company, as
described in Item 3.
Other than described above or in Items 3 and 4, including
without limitation purchase agreements between Adelphia and Hyperion regarding
the shares of Class A Common Stock acquired by Adelphia on May 8, 1998, no
Reporting Person has any other contracts, arrangements, understandings or
relationships with any person with respect to any securities of the Company,
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including but not limited to, transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
<PAGE>
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
1. Letter Agreement dated March 19, 1996 between the Registrant, Charles
R. Drenning, Paul D. Fajerski, Randolph S. Fowler and Adelphia.
(Incorporated herein by reference is Exhibit 10.12 to Registration
Statement No. 333-06957 on Form S-4.)
2. Employment Agreement between Hyperion Telecommunications, Inc. and
Daniel R. Milliard dated as of March 4, 1997. (Incorporated herein by
reference is Exhibit 10.03 to Current Report on Form 8-K of Adelphia
Communications Corporation dated May 1, 1997 (File Number 0-16014).)
3. 1996 Long-Term Incentive Compensation Plan. (Incorporated herein by
reference is Exhibit 10.17 to Registration Statement No. 333-13663 on
Form S-1.)
4. Registration Rights Agreement among Charles R. Drenning, Paul D.
Fajerski, Randolph S. Fowler, Adelphia Communications Corporation and
the Company. (Incorporated herein by reference is Exhibit 10.18 to
Registration Statement No. 333-13663 on Form S-1.)
5. Registration Rights Agreement between Adelphia Communications
Corporation and the Company. (Incorporated herein by reference is
Exhibit 10.19 to Registration Statement No. 333-13663 of Form S-1.)
6. Extension Agreement dated as of January 8, 1997, among Hyperion
Telecommunications, Inc., Adelphia Communications Corporation, Charles
R. Drenning, Paul D. Fajerski, Randolph S. Fowler, and six Trusts named
therein. (Incorporated herein by reference is Exhibit 10.04 to Current
Report of Form 8-K of Adelphia Communications Corporation dated May 1,
1997 (File Number 0-16014).)
7. Letter Agreement dated April 10, 1998, among the Registrant, Adelphia
Communications Corporation and MCImetro Access Transmission Services,
Inc. (Incorporated by reference herein is Exhibit No. 10.24 to
Registration Statement No. 333-48209 on Form S-1.)
8. Amendment to Registration Rights Agreement dated as of April 15, 1998,
between the Registrant and Adelphia Communications Corporation.
(Incorporated by reference herein is Exhibit No. 10.25 to Registration
Statement No. 333-48209 on Form S-1.)
9. Letter Agreement dated as of April 9, 1998, between the Registrant and
Adelphia Communications Corporation regarding the purchase of Class A
Common Stock. (Incorporated by reference herein is Exhibit No. 10.26 to
Registration Statement No. 333-48209 on Form S-1.)
10. Letter Agreement between Adelphia and the Company dated May 4, 1998.
11. Letter Agreement among Adelphia and the Management Stockholders.
12. Joint Filing Agreement.
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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.
ADELPHIA COMMUNICATIONS CORPORATION
May 15, 1998 By: /s/Michael J. Rigas
Date Signature
Michael J. Rigas, Executive
Vice President
Name/Title
May 15, 1998 /s/John J. Rigas
Date Signature
John J. Rigas
Name/Title
May 15, 1998 /s/Michael J. Rigas
Date Signature
Michael J. Rigas
Name/Title
May 15, 1998 /s/Timothy J. Rigas
Date Signature
Timothy J. Rigas
Name/Title
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May 15, 1998 /s/James P. Rigas
Date Signature
James P. Rigas
Name/Title
May 15, 1998 /s/Daniel R. Milliard
Date Signature
Daniel R. Milliard
Name/Title
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<TABLE>
<CAPTION>
SCHEDULE A
TO
CUSIP No. 44914K 30 6 SCHEDULE 13D
<S> <C>
Name and Business Address Principal Occupation or Employment and Principal
Business and Address
John J. Rigas Director, Chairman, Chief Executive Officer and
Main at Water Street President, Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Director and Chairman,
Hyperion Telecommunications, Inc.
Main at Water Street
Coudersport, Pennsylvania 16915
Michael J. Rigas Director and Executive Vice President,
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Director and Vice Chairman,
Hyperion Telecommunications, Inc.
Main at Water Street
Coudersport, Pennsylvania 16915
Timothy J. Rigas Director, Executive Vice President, Chief Financial
Main at Water Street Officer and Treasurer,
Coudersport, Pennsylvania 16915 Adelphia Communications Corporation
Director, Vice Chairman and Chief Financial Officer,
Hyperion Telecommunications, Inc.
Main at Water Street
Coudersport, Pennsylvania 16915
James P. Rigas Director and Executive Vice President,
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Director, Vice Chairman and Chief Executive Officer,
Hyperion Telecommunications, Inc.
Main at Water Street
Coudersport, Pennsylvania 16915
Daniel R. Milliard Director, Senior Vice President and Secretary,
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Director, President and Secretary,
Hyperion Telecommunications, Inc.
Main at Water Street
Coudersport, Pennsylvania 16915
Perry S. Patterson Director, Adelphia Communications Corporation
Main at Water Street Main at Water Street
Coudersport, Pennsylvania 16915 Coudersport, Pennsylvania 16915
Attorney in private practice
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Pete J. Metros Director, Adelphia Communications Corporation
Rapistan Demag Corporation Main at Water Street
507 Plymouth Avenue, NE Coudersport, Pennsylvania 16915
Grand Rapids, MI 49505 President, Rapistan Demag Corporation
James L. Gray Director, Adelphia Communications Corporation
55 North Caliboque Cay Road Main at Water Street
Hilton Head, SC 29928 Coudersport, Pennsylvania 16915
Chairman and CEO, Primestar Partners
3 Bala Cynwyd Plaza West
Bala Cynwyd, PA 19004
</TABLE>
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EXHIBIT 10
May 4, 1998
Hyperion Telecommunications, Inc.
Main and Water Street
Coudersport, PA 16915
Re: Purchase of Class A Common Stock
Gentlemen:
The undersigned Adelphia Communications Corporation ("Adelphia") hereby
agrees to purchase directly from you, and you agree to sell to Adelphia, upon
the terms and subject to the conditions set forth herein, a total of 3,757,128
shares (the "Shares") of the Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), of Hyperion Telecommunications, Inc., a Delaware
corporation (the "Company"), at $15.00 per share, which is the initial public
offering price to the public less the underwriting discount, as disclosed on the
cover page of the Prospectus, for an aggregate purchase price of $56,356,913.00
(the "Aggregate Purchase Price"). The Aggregate Purchase Price shall be payable
as follows: $49,860,015.00 in cash, and $6,496,898.00 in the undersigned's
contribution of payables (including accrued interest thereon) owed to the
undersigned by the Company. Each capitalized term used herein without being
defined herein shall have the meaning ascribed to it in those certain
underwriting agreements, dated of even date herewith, between the Company and
Smith Barney Inc. on behalf of the representatives of the underwriters named
therein, with respect to the offering and sale of 12,500,000 shares of Class A
Common Stock to the public thereunder (the "Underwriting Agreements").
The parties hereto agree that Adelphia is entitled to rely on the
representations and warranties made by the Company in the Underwriting
Agreements; provided, however, that Adelphia represents and warrants that such
representations and warranties are true and correct to the best of its
knowledge.
The purchase and sale of the Shares as contemplated hereby shall take
place on the Closing Date concurrently with the closing on the Underwritten
Securities. No underwriting commissions or discounts shall be paid to any
underwriter for such purchase or sale of the Shares. The Shares shall be
purchased and shall be held for investment.
The obligations of the parties hereto are conditioned upon the
concurrent closing on the purchase and sale of the Underwritten Securities as
contemplated by the Underwriting Agreements. This agreement shall be terminated
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without liability on the part of any party hereto in the event that the
Underwriting Agreements are terminated prior to the consummation of the purchase
and sale of the Underwritten Securities.
This Agreement shall be effective upon execution and delivery, by the
parties thereto, of the Underwriting Agreements.
This Agreement may be executed in one or more counterparts each of
which, taken together, shall constitute one and the same agreement.
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York without giving effect to the
principles of conflicts of law thereof.
Very truly yours,
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Timothy J. Rigas__
Name: Timothy J. Rigas
Title:_Executive Vice President
Agreed to and accepted by
HYPERION TELECOMMUNICATIONS, INC.
By:/s/ Daniel R. Milliard
Name: Daniel R. Milliard
Title:_President
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EXHIBIT 11
April 8, 1998
VIA FACSIMILE AND FEDERAL EXPRESS
Paul D. Fajerski
331 Alamo Drive
Upper St. Clair, PA 15241
Charles R. Drenning
1443 Old Meadow Road
Upper St. Clair, PA 15241
Randolph S. Fowler
336 Catalina Drive
Upper St. Clair, PA 15241
Gentlemen:
This letter is in connection with that certain Extension Agreement (the
"Extension Agreement") dated as of January 8, 1997, between Charles R. Drenning,
Paul D. Fajerski, and Randolph S. Fowler (the "Holders"), the six Trusts listed
on the signature pages thereto, Adelphia Communications Corporation ("Adelphia")
and Hyperion Telecommunications, Inc. ("Hyperion"). Capitalized terms not
otherwise defined in this letter shall have the meanings ascribed to them in the
Extension Agreement.
This letter will confirm that Adelphia hereby offers to purchase from
each of you $1,000,000 in aggregate purchase price of your Class B Common Stock,
par value $.01 per share ("Class B Stock") of Hyperion under the following
terms. As you know, Hyperion is in the process of making an initial public
offering (the "IPO") of its Class A Common Stock, par value $.01 per share
("Class A Stock") and in that regard has filed a registration statement with the
Securities and Exchange Commission at File No. 333-48209. As part of the IPO,
Adelphia hereby offers to purchase from each of you, at a purchase price per
share equal to the IPO price less the applicable underwriter discount for shares
sold to the public (as such information shall be set forth on the cover page of
the final prospectus for the IPO), $1,000,000 in aggregate purchase price of
your shares of Class B Stock of Hyperion. This offer is conditioned upon
consummation of the IPO and the closing of the purchase of any shares pursuant
to this offer being held simultaneous with the consummation of the IPO and the
payment of the Term Loans.
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Upon the consummation of the IPO, the offer represented by this letter,
whether or not accepted by each of you, will satisfy the requirements of
Paragraph 5 of the Extension Agreement. As a result, the Term Loans will each be
payable as of the closing of the IPO, the piggyback registration requirements of
Section 9(i) of the Letter Agreement and Section 20(ii) of the Shareholder
Agreement will be satisfied and the Shareholder Agreement will be terminated
effective as of the time of the first closing of the IPO (without reference to
any closing of any over-allotment option in the IPO).
If you accept this offer with respect to the purchase of your Class B
Stock, please indicate your acceptance by signing an original copy of this
letter below and returning the executed copy to Timothy J. Rigas, Executive Vice
President, Adelphia Communications Corporation, Main at Water Street,
Coudersport, Pennsylvania 16915, in the enclosed Federal Express envelope,
keeping a copy for your files.
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/James P. Rigas
Name: James P. Rigas
Title: Executive Vice President
ACCEPTED AND AGREED TO BY HOLDER:
By: /s/ Charles Drenning
cc: Edward E. Babcock, Jr.,
Vice President
Hyperion Telecommunications, Inc.
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EXHIBIT 12
JOINT FILING AGREEMENT
Be it known that the undersigned hereby agree to file jointly a Schedule 13D,
including amendments thereto, reporting beneficial ownership of the Class A
Common Stock, par value $.01 per share, of Hyperion Telecommunications, Inc.
ADELPHIA COMMUNICATIONS CORPORATION
May 15, 1998 By: /s/Michael J. Rigas
Date Signature
Michael J. Rigas, Executive
Vice President
Name/Title
May 15, 1998 /s/John J. Rigas
Date Signature
John J. Rigas
Name/Title
May 15, 1998 /s/Michael J. Rigas
Date Signature
Michael J. Rigas
Name/Title
May 15, 1998 /s/Timothy J. Rigas
Date Signature
Timothy J. Rigas
Name/Title
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May 15, 1998 /s/James P. Rigas
Date Signature
James P. Rigas
Name/Title
May 15, 1998 /s/Daniel R. Milliard
Date Signature
Daniel R. Milliard
Name/Title
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