<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 4841 23-2417713
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
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)
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COLIN HIGGIN, ESQ.
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)
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PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
CARL E. ROTHENBERGER, JR., ESQUIRE
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
21ST FLOOR, 301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 562-8826
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] No. 333-59999
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED UNIT PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par
value per share................. 600,000 Shares $32.21875 $19,331,250 $5,703
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act") by Adelphia Communications
Corporation (the "Company"). In accordance with Rule 429 under the Securities
Act, this Registration Statement incorporates by reference the entire contents
of the Registration Statement on Form S-3 (Registration No. 333-59999), as
amended (including the exhibits thereto), which was declared effective by the
Commission on August 11, 1998 and which related to 10,400,000 shares or a
maximum aggregate offering price of $393,900,000 in Class A Common Stock of
the Company and 100,000 shares or a maximum aggregate offering price of
$446,639,120 in of 8 1/8% Series C Cumulative Convertible Preferred Stock
(including 11,792,452 underlying shares of Class A Common Stock into which
such preferred stock is convertible).
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission any necessary filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on August 13, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours no later
than August 13, 1998.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
(a) The following Exhibits are filed herewith:
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<C> <S>
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Buchanan Ingersoll Professional Corporation (contained in its
opinion filed as Exhibit 5.1 hereto)
23.02 Consent of Deloitte & Touche LLP
24.01 Power of Attorney (included on the Signature Page to the Registration
Statement on Form S-3 (Registration Statement No. 333-59999) and
incorporated by reference herein)
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1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Coudersport,
Commonwealth of Pennsylvania, on the 12th day of August, 1998.
ADELPHIA COMMUNICATIONS CORPORATION
/s/ Timothy J. Rigas
By: _________________________________
Timothy J. Rigas
Executive Vice President and Chief
Financial Officer
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>
<S> <C> <C>
SIGNATURE TITLE
DATE
Chairman, President and August 12, 1998
* Chief Executive Officer
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John J. Rigas
* Executive Vice President and August 12, 1998
- ------------------------- Director
Michael J. Rigas
/s/ Timothy J. Rigas Executive Vice President, Chief August 12, 1998
- ------------------------- Accounting Officer, Treasurer,
Timothy J. Rigas Chief Financial Officer and
Director
* Executive Vice President and August 12, 1998
- ------------------------- Director
James P. Rigas
Senior Vice President, August 12, 1998
* Secretary
- ------------------------- and Director
Daniel R. Milliard
Director August , 1998
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Perry S. Patterson
Director August , 1998
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Pete Metros
Director August , 1998
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Dennis P. Coyle
*/s/ Timothy J. Rigas August 12, 1998
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Timothy J. Rigas,
as attorney-in-fact
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II-1
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Exhibit 5.01
August 12, 1998
Adelphia Communications Corporation
Main at Water Street
Coudersport, PA 16915
Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement"), to be filed by Adelphia Communications Corporation,
a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, relating to the registration of an
additional aggregate of up to $19,331,250 in aggregate offering amount
or 600,000 shares of the Company's Class A Common Stock, par value $.01 per
share (the "Shares"), in connection with Registration Statement Number 333-
59999, we have acted as counsel for the Company and have examined such corporate
records, certificates of public officials, and other documents, records and
questions of law as we have considered necessary or appropriate for the purposes
of this opinion. In the examination of all documents we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to the original documents of all documents
submitted to us as certified of photostatic copies.
Upon the basis of such examination, we advise you that in our opinion the
Shares have been duly and validly authorized and, when sold in the manner
contemplated by the Registration Statement (including any supplements filed in
connection therewith) and upon receipt of payment therefor will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm, as passing on the legality of the
Shares being offered, in the Prospectus contained therein, as supplemented.
Very truly yours,
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By /s/ Lewis U. Davis, Jr.
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Exhibit 23.02
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 10,
1998 and our report dated March 6, 1998 on our audits of the financial
statements and financial statement schedules of Adelphia Communications
Corporation and subsidiaries and the financial statements and financial
statement schedules 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,
1998, and to the reference to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
August 12, 1998
