AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 24, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 4841 23-2417713
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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
<PAGE>
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. [ ]
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per unit(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Class A Common Stock (par value $.01 per share) 3,571,428 $24.625 $87,946,415 $25,945
<FN>
(1)Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c). Such number represents the average of the high
and low prices for the Class A Common Stock as reported by the NASDAQ
National Market System on March 17, 1998.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
+EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER, TO SELL OR THE
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
+IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
+TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion March 24, 1998
PROSPECTUS
3,571,428 Shares
ADELPHIA COMMUNICATIONS CORPORATION
Class A Common Stock
($.01 par value)
This Prospectus relates to 3,571,428 shares (the "Shares") of Class A Common
Stock, $.01 par value (the "Class A Common Stock") of Adelphia Communications
Corporation ("Adelphia" or the "Company"), which may be sold by or for the
account of the Selling Stockholders named herein. The Shares were originally
acquired by the Selling Stockholders from Adelphia in a privately negotiated
acquisition transaction. See "Selling Stockholders."
The Shares may be sold from time to time by the Selling Stockholders in open
market or over-the-counter transactions, in private or negotiated transactions
or in a combination of such methods of sale, at fixed prices, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at varying or negotiated prices. See "Plan of Distribution." Adelphia
will not receive any of the proceeds from the sale of the Shares.
The Class A Common Stock is listed for trading on the NASDAQ National Market
System. On March 23, 1998, the closing sale price of the Class A Common Stock
was $26.125 per share.
The rights of holders of Class A Common Stock and Class B Common Stock, $.01 par
value (the "Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock") differ with respect to certain aspects of dividend,
liquidation and voting rights. The Class A Common Stock has certain preferential
rights with respect to cash dividends and distributions upon the liquidation of
Adelphia. Holders of Class B Common Stock are entitled to greater voting rights
than the holders of Class A Common Stock; however, the holders of Class A Common
Stock, voting as a separate class, are entitled to elect one of Adelphia's
directors.
PROSPECTIVE PURCHASERS OF CLASS A COMMON STOCK SHOULD CAREFULLY CONSIDER THE
MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _____________, 1998.
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREBY SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
Adelphia is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act" or the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC" or the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices
of the SEC located at Citicorp Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such information can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Adelphia's Class A Common Stock is listed on the NASDAQ
National Market System under the symbol "ADLAC".
Adelphia has filed with the SEC a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), with respect to the Shares. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the SEC. Reference
is hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the Shares offered hereby.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the SEC.
The Registration Statement and the exhibits thereto may be inspected without
charge at the office of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies thereof may be obtained from the SEC at prescribed rates. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding the Company that is electronically
filed through the Commission's Electronic Data Gathering, Analysis and Retrieval
system. Such information is publicly available through the Commission's web site
(http://www.sec.gov).
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Adelphia hereby incorporates by reference into this Prospectus the
following documents or information filed with the Commission: (a) Adelphia's
Annual Report on Form 10-K for the fiscal year ended March 31, 1997, which
incorporates, in Items 7 and 8 to such Form 10-K, portions of Amendment No. 2 to
Registration Statement No. 333-19327 of Olympus Communications. L.P. and Olympus
Capital Corporation on Form S-4, which are also incorporated herein by
reference, all as amended by Form 10-K/A filed July 29, 1997 (collectively, the
"Form 10-K"); (b) Adelphia's Quarterly Reports on Form 10-Q for the periods
ended June 30, 1997, September 30, 1997 and December 31, 1997 (the "Form
10-Qs"); (c) Adelphia's Current Reports on Form 8-K for the events dated May 1,
1997, June 12, 1997, June 23, 1997, July 7, 1997, July 24, 1997, August 27,
1997, September 19, 1997, September 25, 1997 and January 21, 1998; (d)
Adelphia's definitive proxy statement dated September 8, 1997; and (e) the
descriptions of common stock contained in Adelphia's Registration Statement
filed under Section 12(g) of the 1934 Act, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by Adelphia pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act on or after the date of this Prospectus and prior to the
termination of the offering of the Shares made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Adelphia will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy of any or all other documents incorporated by reference into this
Prospectus. Requests for such copies should be directed to Adelphia
Communications Corporation, Main at Water Street, Coudersport, Pennsylvania
16915, Attention: Deputy General Counsel; telephone number (814) 274-9830.
<PAGE>
PROSPECTUS SUMMARY
The following information is qualified in its entirety by the
more detailed information and financial statements appearing in this Prospectus
or incorporated by reference herein. The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for forward-looking statements. Certain
information included or incorporated by reference in this Prospectus, including
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Form 10-K and the Form 10-Qs, is forward-looking,
such as information relating to the effects of future regulation, future capital
commitments and the effects of competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These risks and uncertainties
include, but are not limited to, uncertainties relating to economic conditions,
acquisitions and divestitures, government and regulatory policies, the pricing
and availability of equipment, materials, inventories and programming,
technological developments and changes in the competitive environment in which
the Company operates. Persons reading this Prospectus are cautioned that such
forward-looking statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, readers should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated by such forward looking
statements. Prospective investors should carefully consider the factors set
forth herein under the caption "Risk Factors."
The Company
As of December 31, 1997, Adelphia Communications Corporation was the
seventh-largest cable television operator in the United States with cable
television systems owned or managed by the Company (the "Systems") in the
aggregate passing 2,759,546 homes and serving 1,968,986 basic subscribers. John
J. Rigas, the Chairman, President, Chief Executive Officer and founder of
Adelphia, has owned and operated cable television systems since 1952.
As of December 31, 1997, the Company's owned cable systems (the
"Company Systems") are located in twelve states and are organized into seven
regional clusters: Western New York, Virginia, Western Pennsylvania, New
England, Eastern Pennsylvania, Ohio and Coastal New Jersey. The Company Systems
are located primarily in suburban areas of large and medium-sized cities within
the 50 largest television markets. As of December 31, 1997, the Company Systems
passed 1,663,505 homes and served 1,213,400 basic subscribers.
The Company also provides, for a fee, management and consulting
services to certain partnerships and certain corporations engaged in the
ownership and operation of cable television systems (the "Managed
Partnerships"). John J. Rigas and certain members of his immediate family,
including entities they own or control (collectively the "Rigas Family") have
substantial ownership interests in the Managed Partnerships. As of December 31,
1997, cable systems (the "Managed Systems") owned by the Managed Partnerships
passed 346,157 homes and served 257,614 basic subscribers.
The Company also owns a 50% voting interest and nonvoting Preferred
Limited Partnership interests entitling the Company to a 16.5% preferred return
in Olympus Communications, L.P. ("Olympus"). Olympus is a joint venture limited
partnership between the Company and subsidiaries of FPL Group, Inc. Olympus
operates a large cable system in southern Florida that, as of December 31, 1997,
passed 749,884 homes and served 497,972 basic subscribers. The Company's
investment in Olympus is accounted for under the equity method of accounting.
Among its other significant investments in addition to its cable
operations, the Company owns an 88% interest, based on outstanding common stock
at December 31, 1997, in Hyperion Telecommunications, Inc. ("Hyperion"), a
leading competitive local exchange carrier ("CLEC") that designs, constructs,
operates and manages state-of-the-art, fiber optic networks and facilities.
Hyperion operates one of the largest CLECs in the United States based upon route
miles and buildings connected. As of December 31, 1997, Hyperion managed and
operated 21 networks (including three under construction), which served 36
cities and had approximately 4,326 route miles, connecting approximately 1,776
buildings. Hyperion offers switched services, including local dial tone, in 16
markets and expects to begin offering local dial tone in the remainder of its
operating networks in 1998. Hyperion is consolidated in Adelphia's financial
results and is currently an unrestricted subsidiary of Adelphia for purposes of
Adelphia's indentures.
Adelphia was incorporated in Delaware on July 1, 1986 for the purpose
of reorganizing five cable television companies, then principally owned by the
Rigas Family, into a holding company structure in connection with the initial
public offering of Adelphia's Class A Common Stock. The Company's executive
offices are located at Main at Water Street, Coudersport, Pennsylvania 16915,
and its telephone number is (814) 274-9830.
Recent Developments
Adelphia Offering of Senior Notes Due 2008. On January 21, 1998,
Adelphia announced the sale of $150,000,000 aggregate principal amount of 8 3/8%
Senior Notes due 2008 (the "8 3/8% Notes") in a private placement exempt from
registration. The net proceeds of approximately $147,000,000 were contributed to
Adelphia subsidiaries and used to repay revolving credit facilities of such
subsidiaries, all of which may be reborrowed and used for the general corporate
purposes of such subsidiaries.
For other recent developments regarding the Company, reference is made
to the Form 10-Qs and future filings by the Company under the Exchange Act.
<PAGE>
<TABLE>
<CAPTION>
The Offering
<S> <C>
Shares Offered by the Selling Stockholders...............................................3,571,428 shares, Class A
Common
Shares outstanding as of March 6, 1998..................................................19,702,308 shares,
Class A Common
10,944,476 shares,
Class B Common
NASDAQ National Market System Symbol....................................................ADLAC
</TABLE>
<PAGE>
RISK FACTORS
In addition to the other information contained or incorporated by reference in
this Prospectus, the following risk factors should be carefully considered in
evaluating the Company and its business before purchasing the securities offered
hereby.
Substantial Leverage
The Company is highly leveraged and has incurred substantial
indebtedness to finance acquisitions and expansion of its operations and, to a
lesser extent, for investments in and advances to affiliates. At December 31,
1997, the Company's total indebtedness aggregated approximately $2,856,580,000,
which included approximately $967,683,000 of subsidiary bank, institutional and
other debt, $457,918,000 of Hyperion public debt and approximately
$1,430,979,000 of indebtedness of the parent company. The Company's total debt
has varying maturities to 2007, including an aggregate of approximately
$627,452,000 maturing on or prior to March 31, 2002. The Company has maintained
its public long-term debt at the holding company level and Hyperion while
borrowing in the private debt markets (e.g., bank and insurance company debt)
through the Company's wholly-owned subsidiaries. The Company's subsidiary
financings are effected through separate borrowing groups, and substantially all
of the indebtedness in these borrowing groups is non-recourse to Adelphia. The
subsidiary credit arrangements have varied revolving credit and term loan
periods and contain separately-negotiated covenants relating to, among other
things, cross-defaults and the incurrence of additional debt for each borrowing
group. In addition, Olympus has substantial leverage. The high level of the
Company's indebtedness will have important consequences to investors, including:
(i) a substantial portion of the Company's cash flow from operations must be
dedicated to debt service and will not be available for general corporate
purposes or for capital improvements; (ii) the Company's ability to obtain
additional debt financing in the future for working capital, capital
expenditures, acquisitions or for capital improvements may be limited; and (iii)
the Company's level of indebtedness could limit its flexibility in reacting to
changes in the industry and economic conditions generally. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Form 10-K and the Form 10-Qs.
Net Losses and Convertible Preferred Stock, Common Stock and Other Stockholders'
Equity (Deficiency)
The Total Convertible Preferred Stock, Common Stock and Other
Stockholders' Equity (Deficiency) at March 31, 1997 and December 31, 1997 was
$1,253,881,000 and $1,278,360,000, respectively. The stockholders' deficiency
generally has resulted from the Company's reported net losses which have been
caused primarily by high levels of depreciation and amortization and interest
expense. The Company reported net losses applicable to common stockholders of
approximately $106,284,000, $119,894,000 and $130,642,000, for the years ended
March 31, 1995, 1996 and 1997, respectively, and $90,138,000 and $146,436,000,
for the nine months ended December 31, 1996 and 1997, respectively. The Company
<PAGE>
expects to continue to incur significant net losses for the next several years.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Form 10-K and the Form 10-Qs.
For the years ended March 31, 1996 and March 31, 1997 and for the nine
months ended December 31, 1996 and 1997, respectively, the Company's earnings
were insufficient to cover its combined fixed charges and preferred stock
dividends by $78,189,000 and $61,848,000, respectively, and $45,293,000 and
$76,504,000, respectively. However, such amounts reflect non-cash charges
totaling $127,319,000 and $165,426,000, respectively, and $115,490,000 and
$140,539,000, respectively, consisting of depreciation, amortization, non-cash
interest expense on certain indebtedness of the Company and Hyperion preferred
stock dividends. Historically, the Company's cash generated from operating
activities and borrowings has been sufficient to meet its requirements for debt
service, working capital, capital expenditures, and investments in and advances
to affiliates and the Company has depended on the availability of additional
borrowings to meet its liquidity requirements. The Company believes that it will
continue to generate cash and obtain financing sufficient to meet such
requirements. However, the Company's ability to incur additional indebtedness is
limited by covenants in its indentures and its subsidiary credit agreements.
Although in the past the Company has been able both to refinance its
indebtedness and to obtain new financing, there can be no assurance that the
Company would be able to do so in the future or that, if the Company were able
to do so, the terms available would be favorable to the Company. In the event
that the Company were unable to refinance its indebtedness or obtain new
financing under these circumstances, the Company would likely have to consider
various options such as the sale of certain assets to meet its required debt
service, negotiation with its lenders to restructure applicable indebtedness or
other options available to it under applicable law. There can be no assurance
that any such options would yield net proceeds sufficient to repay its
indebtedness in full. See "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Form 10-K and the Form 10-Qs.
Voting Control and Disparate Voting Rights
As of February 28, 1998, the Rigas Family beneficially owned 10,846,544
shares, or 99.1%, of Adelphia's Class B Common Stock and 6,888,804 shares, or
35.0%, of Adelphia's outstanding Class A Common Stock. On a combined basis,
these shares represented 57.9% of the total number of outstanding shares of both
classes of Common Stock and 89.3% of the total voting power of both classes.
Assuming conversion of the Convertible Preferred Stock held by the Rigas Family,
family members would have held as of February 28, 1998 16,322,764 shares, or
56.0%, of Adelphia's Class A Common Stock and would have held 67.8% of the total
number of shares and 90.0% of the total voting power of both classes of Common
Stock. As a result of the stock ownership by the Rigas Family and the Class B
Stockholders' Agreement, John J. Rigas and members of his family have the power
to elect all seven directors subject to election by both classes on a combined
basis, which directors constitute seven of the eight members of the Board of
Directors of Adelphia. (The holders of the Class A Common Stock are entitled, as
a separate class, to elect one of Adelphia's directors.) Moreover, because
holders of Class B Common Stock are entitled to ten votes per share while
<PAGE>
holders of Class A Common Stock are entitled to one vote per share, the Rigas
Family may control stockholder decisions on matters in which holders of Class A
Common Stock and Class B Common Stock vote together as a class. These matters
include the amendment of certain provisions of Adelphia's Certificate of
Incorporation and the approval of certain fundamental corporate transactions,
including mergers.
Holding Company Structure; Restrictive Covenants
As a holding company, Adelphia holds no significant assets other than
its investments in and advances to its subsidiaries and other investments.
Adelphia's ability to make interest and principal payments when due to holders
of debt of Adelphia is dependent upon the receipt of sufficient funds from its
subsidiaries or other investments. Under the terms of various debt agreements
between the Adelphia subsidiaries and other investments and their respective
lending institutions, upon the occurrence of an event of default (including
certain cross-defaults resulting from defaults under Adelphia's debt agreements)
or unless certain financial performance tests are met, the Adelphia subsidiaries
and other investments are restricted from distributing funds to Adelphia. The
Indentures governing the 8 3/8% Senior Notes due 2008 (the "8 3/8% Notes"), the
9 1/4% Senior Notes due 2002 (the "9 1/4% Notes"), the 9 7/8% Senior Notes due
2007 (the "9 7/8% Notes"), the 10 1/2% Senior Notes due 2004 (the "10 1/2%
Notes"), the 12 1/2% Senior Notes due 2002 (the "12 1/2% Notes"), the 10 1/4%
Senior Notes due 2000 (the "10 1/4% Notes"), the 9 1/2% Senior Pay-In-Kind Notes
due 2004 (the "9 1/2% Notes"), the 11 7/8% Senior Debentures due 2004 (the "11
7/8% Debentures") and the 9 7/8% Senior Debentures due 2005 (the "9 7/8%
Debentures") (collectively, "Adelphia's Public Debt") will not restrict the
Company's subsidiaries or other investments from contractually restricting their
ability to pay dividends to the Company in the future. In addition, because
Adelphia's subsidiaries and other investments do not guarantee the payment of
principal of and interest on debt of Adelphia, the claims of holders of such
debt effectively will be subordinated to the claim of creditors of such
entities. At December 31, 1997, the total amount of long-term debt of such
subsidiaries was $1,425,601,000. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K and the Form
10-Qs.
The agreements governing the bank debt of the Company's subsidiaries
(the "Subsidiary Bank Agreements") contain, among other covenants, requirements
that Adelphia's subsidiaries maintain specified financial ratios, including
maximum leverage and minimum interest coverage. The ability of a subsidiary to
comply with such provisions may be affected by events that are beyond Adelphia's
control. The breach of any of these covenants could result in a default by a
subsidiary under its Subsidiary Bank Agreement. In the event of any such
default, lenders party to that Subsidiary Bank Agreement could elect to declare
all amounts borrowed under that Subsidiary Bank Agreement, together with accrued
interest and other fees, to be due and payable. If the indebtedness under a
Subsidiary Bank Agreement were to be accelerated, all indebtedness outstanding
under such Subsidiary Bank Agreement would be required to be paid in full before
such subsidiary would be permitted to distribute any assets or cash to Adelphia.
There can be no assurance that the assets of Adelphia and its subsidiaries would
be sufficient to repay all borrowings under the Subsidiary Bank Agreements and
indebtedness owed to the other creditors of such subsidiaries in full. In
addition, as a result of these covenants, the ability of Adelphia's subsidiaries
to respond to changing business and economic conditions and to secure additional
<PAGE>
financing, if needed, may be significantly restricted, and Adelphia may be
prevented from engaging in transactions that might otherwise be considered
beneficial to Adelphia.
Potential Conflicts of Interest
The Rigas Family holds substantially all of Adelphia's Class B Common
Stock and, as of February 28, 1998, 89.3% of the combined voting power of both
classes of Adelphia's outstanding Common Stock (90.0% assuming the conversion of
the Convertible Preferred Stock owned by the Rigas Family) and has the power to
elect seven of eight members of Adelphia's Board of Directors. John J. Rigas and
the other executive officers of Adelphia (including other members of the Rigas
Family) hold direct and indirect ownership interests in the Managed
Partnerships, which are managed by the Company for a fee. Subject to the
restrictions contained in the Business Opportunity Agreement regarding future
acquisitions, Rigas Family members and the executive officers are free to
continue to own these interests and acquire additional interests in cable
television systems. Such activities could present a conflict of interest with
the Company in the allocation of management time and resources of the executive
officers. In addition, there have been and will continue to be transactions
between the Company and the executive officers or other entities in which the
executive officers have ownership interests or with which they are affiliated.
The indentures under which Adelphia's Public Debt was issued contain covenants
that place certain restrictions on transactions between the Company and its
affiliates. See "Certain Relationships and Related Transactions" in the Form
10-K.
Competition
The cable television systems owned by the Company compete with other
communications and entertainment media as well as other means of video
distribution including Direct Broadcast Satellite Systems ("DBS") and
Multichannel Multipoint Distribution Systems ("MMDS"). In addition, some of the
Regional Bell Operating Companies (the "RBOCs") and other local telephone
companies are in the process of entering the video-to-home business and several
have expressed their intention to enter the video-to-home business. In addition,
some RBOCs and local telephone companies have in place facilities which are
capable of delivering cable television service.
In addition, the Telecommunications Act of 1996 (the "1996 Act") has
repealed the cable/telephone cross-ownership plan, and telephone companies will
now be permitted to provide cable television service within their service areas.
Certain of such potential service providers have greater financial resources
than the Company, and in the case of local exchange carriers seeking to provide
cable service within their service areas, have an installed plant and switching
capabilities, any of which could give them competitive advantages with respect
to cable television operators such as the Company. The Company cannot predict
either the extent to which competition will materialize or, if such competition
materializes, the extent of its effect on the Company. See
"Business--Competition" in the Form 10-K and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Form 10-K and
the Form 10-Qs.
<PAGE>
The Company also faces competition from other communications and
entertainment media, including conventional off-air television broadcasting
services, newspapers, movie theaters, live sporting events and home video
products. The Company cannot predict the extent to which competition may affect
the Company. See "Business--Competition" and "--Legislation and Regulation" in
the Form 10-K and "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Regulatory and Competitive Matters" in the Form 10-K
and the Form 10-Qs.
Need for Additional Financing
The Company's business requires substantial investment on a continuing
basis to finance capital expenditures and related expenses for, among other
things, upgrade of the Company's cable plant (including the need to make cable
system upgrades mandated by franchise authorities), the offering of new services
and the servicing, repayment or refinancing of its indebtedness. The Company
will require significant additional financing, through debt and/or equity
issuances, to meet its capital expenditure plans and to pay its debt
obligations. There can be no assurance that Adelphia will be able to issue
additional debt or obtain additional equity capital on satisfactory terms, or at
all, to meet its future financing needs. See "Business--Technological
Developments" in the Form 10-K and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K and the Form
10-Qs.
Regulation in the Telecommunications Industry
The cable television industry is subject to extensive regulation at the
federal, state and local levels, and many aspects of such regulation are
currently the subject of judicial proceedings and administrative or legislative
proposals. The Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act") significantly expanded the scope of cable television
regulation. In particular, pursuant to the 1992 Cable Act, the Federal
Communications Commission (the "FCC") adopted regulations that limit the
Company's ability to set and increase rates for the Company's basic and cable
programming service ("CPS") packages and for the provision of cable
television-related equipment. The 1992 Cable Act permits certified local
franchising authorities to order refunds of rates paid in the previous
twelve-month period determined to be in excess of the permitted reasonable
rates. It is possible that rate reductions or refunds of previously collected
fees may be required in the future.
The 1996 Act, which became law on February 8, 1996, materially alters
federal, state and local laws and regulations pertaining to cable television,
telecommunications and other related services and, in particular, substantially
amends the Communications Act of 1934 (the "Communications Act"). Certain
provisions of the 1996 Act could materially affect the growth and operation of
the cable television industry and the cable services provided by the Company.
Although the new legislation may substantially lessen certain regulatory
burdens, the cable television industry may be subject to additional competition
as a result. See "Business--Competition" in the Form 10-K. There are numerous
<PAGE>
rulemakings that have been and continue to be undertaken by the FCC which will
interpret and implement the provisions of the 1996 Act. In addition, certain
provisions of the new legislation (such as the deregulation of rates for CPS
packages) will not immediately be effective. Furthermore, certain provisions of
the 1996 Act have been, and likely will be, subject to judicial challenge. The
Company is unable at this time to predict the outcome of such rulemakings or
litigation or the short and long-term effect (financial or otherwise) of the
1996 Act and FCC rulemakings on the Company.
The cable television industry is subject to state and local regulations
and the Company must comply with rules of the local franchising authorities to
retain and renew its cable franchises, among other matters. There can be no
assurances that the franchising authorities will not impose new and more
restrictive requirements as a condition to franchise renewal.
Although the 1996 Act eliminates many legal barriers to entry (i.e.,
telephone companies entering the cable industry and cable companies entering the
telephone industry), the Company cannot assure that rules adopted by the FCC or
state regulators or other legislative or judicial initiatives relating to the
telecommunications industry will not have a material adverse effect on the
Company. In addition, the 1996 Act removes entry barriers for all companies and
could increase substantially the number of competitors offering comparable
services in the Company's potential markets. See "Legislation and Regulation" in
Form 10-K and "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Regulatory and Competitive Matters" in the Form 10-K and
the Form 10-Qs.
No Dividends Paid or to Be Paid
Adelphia has never declared or paid dividends on any of its Common
Stock and has no intention to pay cash dividends on such stock in the
foreseeable future. In addition, the indentures for Adelphia's Public Debt
contain covenants which limit Adelphia's ability to pay such dividends.
Forward Looking Statements
The statements contained or incorporated by reference in this
Prospectus that are not historical facts are "forward looking statements" (as
such term is defined in the Private Securities Litigation Reform Act of 1995)
which statements can be identified by the use of forward looking terminology
such as "believes," "expects," "may," "will," "should," "intends" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
Certain information included or incorporated by reference in this
Prospectus, including Management's Discussion and Analysis of Financial
Condition and Results of Operations, is forward-looking, such as information
relating to the effects of future regulation, future capital commitments and the
effects of competition. Such forward-looking information involves important
risks and uncertainties that could significantly affect expected results in the
future from those expressed in any forward-looking statements made by, or on
behalf of, the Company. These risks and uncertainties include, but are not
limited to, uncertainties relating to economic conditions, acquisitions and
<PAGE>
divestitures, government and regulatory policies, the pricing and availability
of equipment, materials, inventories and programming, technological developments
and changes in the competitive environment in which the Company operates.
Persons reading this Prospectus are cautioned that such statements are only
predictions and that actual events or results may differ materially. In
evaluating such statements, readers should specifically consider the various
factors which could cause actual events or results to differ materially from
those indicated by such forward-looking statements.
DILUTION
The net tangible book value of the Company's Common Stock as of
December 31, 1997 was a deficit of $(1,971,385,000) or approximately $(64.33)
per share. Net tangible book value per share represents the amount of the
Company's stockholders' equity (deficiency), less intangible assets, divided by
30,646,784 shares of Common Stock outstanding. Purchasers of the Shares will
have an immediate dilution of net book value equal to the purchase price of the
Shares.
SELLING STOCKHOLDERS
The Selling Stockholders (which term includes their transferees,
pledgees, donees or their successors) may from time to time offer and sell
pursuant to this Prospectus any or all of the Shares. The following table sets
forth certain information regarding the Selling Stockholders' ownership of the
Company's Class A Common Stock. No Selling Stockholder has held any position,
office or had any other material relationship with the Company, its predecessors
or affiliates during the past three years. Although the Selling Stockholders may
offer some or all of their respective Shares pursuant to this Prospectus, the
following table assumes that all such Shares have been sold upon termination of
any such sales. In addition, the Selling Stockholders may have sold, transferred
or otherwise disposed of all or a portion of their respective Shares since the
date on which they provided information thereon in transactions exempt from the
registration requirements of the 1933 Act. To the knowledge of the Company,
except as disclosed in the table below, the Selling Stockholders did not own,
nor did they have any rights to acquire, any other shares of Common Stock as of
the date of this Prospectus.
Name Number of Shares
Booth American Company 3,571,428
TOTAL 3,571,428
The Shares referenced above were issued to Booth American Company
pursuant to an Agreement and Plan of Merger dated November 11, 1996 among the
Company, Virginia Acquisition Corp., Booth American Company, Booth
Communications of Virginia, Inc. and Booth Communications of Virginia Assets,
Inc. The Shares were issued by Adelphia in a private placement transaction as
partial consideration for the acquisition by Adelphia of cable television
<PAGE>
systems. In the event that the above named Selling Stockholder distributes
Shares to its stockholders, such distributees would also then become Selling
Stockholders under this Prospectus.
Adelphia will not receive any proceeds from the sale of the Shares.
PLAN OF DISTRIBUTION
The Shares may be sold by a Selling Stockholder from time to time, in
one or more transactions at fixed prices, at prevailing market prices or at
prices related thereto at the time of sale, at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
Selling Stockholder. The sale of the Shares may be effected (i) in transactions
(which may involve crosses or block transactions) on any national securities
exchange or quotation service on which the Shares may be listed or quoted at the
time of sale, (ii) in the over-the-counter market, (iii) in private or
negotiated transactions otherwise than on such exchanges or in the
over-the-counter market, (iv) through the writing of options or (v) in
combinations of such methods. In effecting such sales, underwriters, brokers or
dealers engaged by the Selling Stockholders may arrange for other underwriters,
brokers or dealers to participate. Underwriters, brokers or dealers may purchase
Shares as principals for their own accounts and resell such Shares pursuant to
this Prospectus. Underwriters, brokers and dealers may receive commissions or
discounts from such Selling Stockholders in amounts to be negotiated immediately
prior to the sale. The Selling Stockholders, any such underwriters, brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the 1933 Act in connection with such sales,
and any profits realized or commissions received may be deemed underwriting
compensation.
At the time a particular offering of the Shares is made, if required, a
prospectus supplement will be distributed which will set forth the names of the
Selling Stockholders, the aggregate amount and type of Shares being offered, the
number of such securities owned prior to and after the completion of any such
offering, and, to the extent required, the terms of the offering, including the
name or names of any underwriters, broker/dealers or agents, any discounts,
commissions and other terms constituting compensation from the Selling
Stockholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the Shares will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Shares may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may be limited in its ability to
engage in market activities with respect to such Shares. In addition and without
limiting the foregoing, each Selling Stockholder will be subject to applicable
<PAGE>
provisions of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Shares.
All expenses of the registration of the Shares will be paid by the
Company, including, without limitation, Commission filing fees and expenses of
compliance with state securities or "blue sky" laws; provided, however, that the
Selling Stockholders will pay all underwriting discounts and selling
commissions, if any. The Selling Stockholders will be indemnified by the Company
against certain civil liabilities, including certain liabilities under the 1933
Act, or will be entitled to contribution in connection therewith. The Company
will be indemnified by the Selling Stockholders against certain civil
liabilities, including certain liabilities under the 1933 Act, or will be
entitled to contribution in connection therewith.
If required, a supplement to this Prospectus ("Prospectus Supplement")
will set forth, with respect to the Selling Stockholders, any necessary further
information regarding them or the distribution of the shares offered hereby.
Such Prospectus Supplement may be appropriately modified or supplemented.
EXPERTS
The consolidated financial statements and the related financial
statement schedules of Adelphia and its subsidiaries as of March 31, 1996 and
1997, and for each of the three years in the period ended March 31, 1997, and
the consolidated financial statements of Olympus and its subsidiaries as of
December 31, 1995 and 1996, and for each of the three years in the period ended
December 31, 1996, all incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended March 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
No dealer, salesman or any other person has been 3,571,428 Shares
authorized to give any information or to make any
representations other than those contained in this
Prospectus in connection with the offer made by this
Prospectus and, if given or made, such information or
representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances
create any implication that there has been no change in
the affairs of Adelphia since the date hereof. This
Prospectus does not constitute an offer or solicitation
by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to
do so or to anyone to whom it is unlawful to make such
offer or solicitation.
-----------------------------------
ADELPHIA COMMUNICATIONS CORPORATION
Class A Common Stock
($.01 par value)
Prospectus
Dated March __, 1998
<PAGE>
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.................................... $ 25,945
NASDAQ fees....................................... 17,500
Legal fees and expenses........................... 12,000
Accounting fees and expenses...................... 4,000
Miscellaneous expenses............................ 5,800
-----
Total............................................. $ 65,245
==========
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.
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
<PAGE>
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.
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:
<TABLE>
<CAPTION>
Exhibit No. Reference
<S> <C> <C>
4.01 The Certificate of Incorporation of Adelphia Communications Incorporated herein by
Corporation reference is Exhibit 3.01
to Registrant's Current Report
on Form 8-K dated
July 24, 1997.
23.01 Consent of Deloitte & Touche LLP Filed herewith.
24.01 Power of Attorney (included on the signature page of the Filed herewith.
Registration Statement)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of a Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed part
of the Registration Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at such time
shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to the extent applicable
hereunder:
(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
<PAGE>
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.
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.
<PAGE>
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 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 24th day of March, 1998.
ADELPHIA COMMUNICATIONS CORPORATION
By /s/ Timothy J. Rigas
Timothy J. Rigas, Executive Vice President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Known All Men By These Presents that each person whose signature
appears below constitutes and appoints John J. Rigas, Timothy J. Rigas and
Daniel R. Milliard, and each of them, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for such person and in such person's name, place and stead, in any and all
amendments (including post-effective amendments to this Registration Statement)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Committee, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ John J. Rigas Chairman, President and Chief Executive Officer March 24, 1998
-------------------------------
JOHN J. RIGAS
/s/ Michael J. Rigas Executive Vice President and Director March 24, 1998
------------------------------
MICHAEL J. RIGAS
/s/ Timothy J. Rigas Executive Vice President, Chief Financial March 24, 1998
------------------------------
TIMOTHY J. RIGAS Officer, Chief Accounting Officer, Treasurer
and Director
<PAGE>
/s/ James P. Rigas Executive Vice President and Director March 24, 1998
------------------------------
JAMES P. RIGAS
/s/ Daniel R. Milliard Senior Vice President, Secretary and Director March 24, 1998
-------------------------------
DANIEL R. MILLIARD
Director
PERRY S. PATTERSON
/s/ Pete J. Metros Director March 24, 1998
PETE J. METROS
/s/ Dennis P. Coyle Director March 24, 1998
DENNIS P. COYLE
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Reference
<S> <C> <C>
4.01 The Certificate of Incorporation of Adelphia Communications Incorporated herein by reference is
Corporation Exhibit 3.01 to Registrant's
Current Report on Form 8-K
dated July 24, 1997.
23.01 Consent of Deloitte & Touche LLP Filed herewith.
24.01 Power of Attorney (included on the signature page of the Filed herewith.
Registration Statement)
</TABLE>
<PAGE>
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Adelphia Communications Corporation on Form S-3 of our report dated June 11,
1997 and our report dated March 26, 1997 on our audits of the financial
statements of Adelphia Communications Corporation and subsidiaries and of
Olympus Communications, L.P. and subsidiaries, respectively, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Adelphia
Communications Corporation for the year ended March 31, 1997, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
March 24, 1998
