SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
September 14, 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 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).
1
<PAGE>
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 28,910,474 Shares
Shares
Beneficially (8) Shared Voting Pow 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
31,309,625**
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
63.7%
(14) Type of Reporting Person (See Instructions)
00
**See Item 5 and Schedule C for further explanation.
2
<PAGE>
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 6,216,855 Shares
Shares
Beneficially (8) Shared Voting Power 25,092,770 Shares
Owned by
Each (9) Sole Dispositive Power 5,856,755 Shares
Reporting
Person With (10) Shared Dispositive Power 20,486,330 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,343,085 (which includes 97,949 shares beneficially owned by
Dorellenic and 17,990,230 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,
1,458,151 shares beneficially owned by Syracuse Hilton Head
Holdings, L.P., a limited partnership, and 940,000 shares held
by Ionian Communications, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes X
Certain Shares Excludes 4,966,540 shares beneficially owned by
other members of the Limited Purpose Group for which John J.
Rigas shares the right to 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)
59.6%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
5
<PAGE>
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
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 21,557,851--for election of directors only.
Person 19,739,630--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10 Shared Dispositive Power
20,486,330
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
22,304,551 (which includes 97,949 shares beneficially owned by
Dorellenic and 17,990,230 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,
1,458,151 shares beneficially owned by Syracuse Hilton Head
Holdings, L.P., a limited partnership, and 940,000 shares held
by Ionian Communications, 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)
55.4%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
4
<PAGE>
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 21,557,851--for election of directors only.
Person 19,739,630--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10 Shared Dispositive Power
20,486,330
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
22,304,551 (which includes 97,949 shares beneficially owned by
Dorellenic and 17,990,230 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,
1,458,151 shares beneficially owned by Syracuse Hilton Head
Holdings, L.P., a limited partnership, and 940,000 shares held
by Ionian Communications, 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)
55.4%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
5
<PAGE>
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 20,793,315--for election of directors only.
Person 19,739,630--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,053,685
(10) Shared Dispositive Power
20,486,330
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
21,540,015 (which includes 97,949 shares beneficially owned by
Dorellenic and 17,990,230 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,
1,458,151 shares beneficially owned by Syracuse Hilton Head
Holdings, L.P., a limited partnership, and 940,000 shares held
by Ionian Communications, 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)
54.6%
(14)Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
6
<PAGE>
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 18,363,592--for election of directors only.
Person 18,088,179--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
275,413
(10) Shared Dispositive Power
18,088,179
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
18,363,592 (which includes 97,949 shares beneficially owned by
Dorellenic and 17,990,230 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)
47.4%
(14) Type of Reporting Person (See Instructions)
IN
7
<PAGE>
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)
3.3%
(14) Type of Reporting Person (See Instructions)
PN
8
<PAGE>
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.
9
<PAGE>
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 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151, (including 940,000 shares held by Ionian
Communications, L.P.)
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
8.3%
(14) Type of Reporting Person (See Instructions)
PN
10
<PAGE>
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 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151, (including 940,000 shares held by Ionian
Communications, L.P.)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
8.3%
(14) Type of Reporting Person (See Instructions)
PN
11
<PAGE>
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 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151, (including 940,000 shares held by Ionian
Communications, L.P.)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
8.3%
(14) Type of Reporting Person (See Instructions)
CO
12
<PAGE>
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 17,990,230 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 17,990,230 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
17,990,230 (including 9,433,962 deemed beneficially owned by
Highland Preferred Communications, L.L.C., a 100% owned
subsidiary, 8,506,268 held by Highland Communications, L.L.C.,
a 100% owned subsidiary, and 50,000 owned by Bucktail
Broadcasting Corporation, a majority owned subsidiary of
Highland Holdings).
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
46.9%
(14) Type of Reporting Person (See Instructions)
PN
13
<PAGE>
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)
3.3%
(14) Type of Reporting Person (See Instructions)
CO
14
<PAGE>
This Schedule 13D Amendment No. 6 ("Amendment No. 6") relates
to the Class A Common Stock, par value $.01 per share, of Adelphia
Communications Corporation, a Delaware corporation (the "Company"). This
Amendment No. 6 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. 5 ("Amendment No.
5" and, collectively with the Original Schedule 13D and Amendments Nos. 1, 2, 3
and 4 thereto, the "Schedule 13D Filings") by the Limited Purpose Group and the
other filing parties thereto.
The descriptions contained in this Amendment No. 6 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
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. SHHH is the 99%
sole limited partner of a subsidiary limited partnership that is the 99% sole
limited partner of Ionian.
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
15
<PAGE>
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. Highland is the sole member of Highland Communications,
L.L.C. ("HC") and Highland Preferred Communications, L.L.C. ("HPC"), Delaware
limited liability companies which act solely by and through Highland, the sole
member, and is the majority owner of Bucktail Communications Corporation
("Bucktail").
(a) See Schedule A attached hereto for each other person filing
this Amendment No. 6.
(b) See Schedule A for the residence or business address of each
other person filing this Amendment No. 6.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On August 18, 1998, Highland (through HC) purchased 4,090,315
shares of Class A Common Stock from the Company, at a price per share of $30.56.
The purchase price for such shares sold to HC was paid to the Company in cash
and was provided by margin loans to HC by Salomon Smith Barney Holdings Inc. and
to HPC by Nationsbank, N.A.
On July 31, 1998, Bucktail acquired 50,000 shares of Class A Common
Stock from the Company, at a deemed value of $39.625 per share, in a private
acquisition transaction in exchange for certain programming properties.
(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. 6. 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 4,140,315 shares of Class A Common Stock
for investment purposes and such shares form part of the Rigas family holdings
of Common Stock and Series C Convertible Preferred Stock of the Company. The
general partners of Highland were all filing persons prior to this Amendment No.
6.
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
acquisition, had the power to elect seven of the eight members of the Company's
16
<PAGE>
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 directly 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 (through its subsidiaries) 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 September 15, 1998. 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. HPC and HC can act or take action with respect to
shares held by them only by and through the actions of Highland, the sole member
of each.
(c) Except as set forth in Item 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) Not applicable.
17
<PAGE>
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The 4,090,315 shares of Class A Common Stock were purchased by
Highland (through HC) from the Company pursuant to a Direct Purchase Agreement
dated August 12, 1998 ("Purchase Agreement") between Highland Communications,
L.L.C. and the Company. In connection with such transaction, the Company also
sold 4,100,000 and 615,000 shares of Class A Common Stock on August 18, 1998 and
September 14, 1998, respectively, to the public through underwriters.
HC has pledged shares of Class A Common Stock to Salomon Smith
Barney Holdings ("SSBH") and HPC has pledged 9,433,962 shares of Convertible
Preferred Stock to Nationsbank, N.A. (together, with SSBH, the "Pledgees") as
collateral for margin loans described in Item 3 hereof. Such margin loans are
also guaranteed by Michael J. Rigas, Timothy J. Rigas and James P. Rigas.
Pursuant to such margin loans and related pledge documentation, the Pledgees
have certain rights, upon default and after notice and opportunity to cure, to
vote the pledged shares and to foreclose on such collateral and, pursuant
thereto, to take possession of, to vote or to dispose of pledged shares to
satisfy amounts outstanding under the respective margin loans. For these
purposes, the Pledgee's rights to sell pledged shares include the right to do so
upon the failure to maintain any required collateral value for such margin
loans. The Company has filed and has agreed to maintain an effective shelf
registration statement covering the potential resale of any such pledged shares
for so long as any such margin loans remain outstanding.
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
12. Direct Purchase Agreement dated August 12, 1998, between the
Company and Highland Communications, L.L.C. (incorporated
herein by reference is Exhibit 10.03 to the Form 8-K of
Adelphia Communications Corporation filed August 21, 1998
(Commission File No. 000-16014)).
18
<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.
<TABLE>
<CAPTION>
<S> <C>
September 18, 1998 /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
September 18, 1998 /s/Michael J. Rigas
Date Signature
Michael J. Rigas, individually and as a member of the
Limited Purpose Group
Name/Title
September 18, 1998 /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
September 18, 1998 /s/Michael J. Rigas
Date Signature
James P. Rigas, individually and as a member of the Limited
Purpose Group by Michael J. Rigas, Attorney-in-Fact
Name/Title
19
<PAGE>
September 18, 1998 /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
September 18, 1998 /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
September 18, 1998 IONIAN COMMUNICATIONS, L.P.
Date
By: Iliad Holdings, Inc., General Partner
/s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
20
<PAGE>
September 18, 1998 ILIAD HOLDINGS, INC.
Date
/s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
September 18, 1998 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
September 18, 1998 DORIS HOLDINGS, L.P.
Date
By: Eleni Acquisition, Inc., General Partner
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
21
<PAGE>
September 18, 1998 ELENI ACQUISITION, INC.
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
September 18, 1998 HIGHLAND HOLDINGS
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 6)
<S> <C>
Name and Business Address Principal Occupation or Employment and Principal Business and Address
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 President, Chief Operating Officer and Secretary
Main at Water Street Hyperion Telecommunications, Inc.
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
</TABLE>
23
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 6)
NONE
24
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 6)
1. AMOUNT BENEFICIALLY OWNED
LIMITED PURPOSE GROUP. The Limited Purpose Group is deemed to
beneficially own 31,309,625 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
17,990,230 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, and consistent with
past practice, 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.
To the extent that 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
25
<PAGE>
the other members of the Limited Purpose Group but only with respect to the
election of 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 covered thereby, 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. 6 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, in addition to the 940,000 shares held by Ionian, as
discussed above, which is a subsidiary of 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 26,343,805,
22,304,551, 22,304,551, 21,540,015, 18,363,592 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
26
<PAGE>
Class A Common Stock beneficially owned by Dorellenic, a general partnership in
which the above-named individuals (except Daniel R. Milliard) are the sole
general partners and 17,990,230 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. 6,
gives John J. Rigas beneficial ownership of a total of 31,309,625 shares of
Class A Common Stock.
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 49,179,349 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 9,433,962 shares of Class A Common Stock by
Highland Holdings), the Limited Purpose Group's beneficial ownership represents
63.7%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING
PERSONS.
JOHN J. RIGAS: Based upon 44,213,809 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
9,433,962 shares of Class A Common Stock by Highland
Holdings), John J. Rigas' beneficial ownership represents
59.6%. In addition, John J. Rigas shares or 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 increases John J. Rigas' beneficial ownership to
63.7%.
MICHAEL J. RIGAS AND TIMOTHY J. RIGAS: Based upon 40,248,775
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
27
<PAGE>
9,433,962 shares of Class A Common Stock by Highland
Holdings), each such individual's beneficial ownership
represents 55.4%.
JAMES P. RIGAS: Based upon 39,484,439 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 9,433,962 shares of Class A Common Stock by Highland
Holdings), James P. Rigas' beneficial ownership represents
54.6%.
ELLEN K. RIGAS: Based upon 38,704,567 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 9,433,962 shares of Class A Common Stock by
Highland Holdings), Ellen K. Rigas' beneficial ownership
represents 47.4%.
DANIEL R. MILLIARD: Daniel R. Milliard's beneficial ownership
represents 0.0%.
IONIAN COMMUNICATIONS, L.P. (AND, AS TO THE SAME SHARES, ILIAD
HOLDINGS, INC.): Based on 28,898,843 shares of Class A Common
Stock outstanding, Ionian's beneficial ownership represents
3.3%.
HIGHLAND HOLDINGS: Based on 38,332,805 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 46.9%.
SYRACUSE HILTON HEAD HOLDINGS, L.P. (AND, AS TO THE SAME
SHARES, DORIS HOLDINGS, L.P. AND ELENI ACQUISITION, INC.):
Based on 28,898,843 shares of Class A Common Stock
outstanding, SHHH's beneficial ownership represents 8.3%.
28
<PAGE>
<TABLE>
<CAPTION>
3. NUMBER OF SHARES AS TO WHICH SUCH PERSONS HAVE:
SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
<S> <C>
LIMITED PURPOSE GROUP: 28,910,474
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas 6,216,855
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.)
29
<PAGE>
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: 25,092,770
Michael J. Rigas: 21,557,851 -- for the election of directors only
19,739,630 -- for all other voting power purposes
Timothy J. Rigas: 21,557,851 -- for the election of directors only
19,739,630 -- for all other voting power purposes
James P. Rigas: 20,793,315 -- for the election of directors only
19,739,630 -- for all other voting power purposes
Ellen K. Rigas: 18,363,592-- for the election of directors only
18,088,179-- for all other voting power purposes
Daniel R. Milliard: 1,000
Ionian Communications, L.P. (and Iliad 940,000
Holdings, Inc.):
Highland Holdings: 17,990,230
Syracuse Hilton Head Holdings, L.P. (and 2,358,151
Doris Holdings, L.P. and Eleni Acquisition,
Inc.):
30
<PAGE>
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.
SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP MEMBERS AND
INDIVIDUAL REPORTING PERSONS:
John J. Rigas: 20,486,330
Michael J. Rigas: 20,486,330
Timothy J. Rigas: 20,486,330
31
<PAGE>
James P. Rigas: 20,486,330
Ellen K. Rigas: 18,088,179
Daniel R. Milliard: 1,000
Ionian Communications, L.P. (and Iliad 940,000
Holdings, Inc.):
Highland Holdings: 17,990,230
Syracuse Hilton Head Holdings, L.P. 2,358,151
(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>
32
