SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) December 8, 1999
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16014 23-2417713
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Main at Water Street - Coudersport, PA 16915-1141 (Address of
principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
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Item 5. Other Events
(a) On December 8, 1999 Cablevision Systems Corporation (NYSE: CVC) and Adelphia
Communications Corporation (Nasdaq:ADLAC) announced that they have executed
definitive agreements under which Cablevision will sell its cable systems in the
Greater Cleveland metropolitan area to Adelphia for total consideration of $1.53
billion in cash and securities. The transactions are valued at approximately
$5,000 per subscriber for the 306,000-subscriber operation.
The combined $1.53 billion purchase price for the transactions will be composed
of $990 million in cash and $540 million in Adelphia Class A Common Stock.
Cablevision expects to use the proceeds to reduce outstanding debt.
These offerings were announced in a press release issued on December 8, 1999
which is attached hereto as Exhibit 99.01 and incorporated by reference herein.
(b) On December 7, 1999, the Company consummated the pending joint venture with
AT&T in the Los Angeles, California area. This joint venture includes Company
cable systems recently acquired from Century Communications and AT&T contributed
cable systems which together serves approximately 800,000 basic cable
subscribers. In connection with the closing, the joint venture entered into a
new $1 billion bank credit facility.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Description
99.01 Press release dated December 8, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 9, 1999 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
99.01 Press release dated December 8, 1999
Exhibit 99.01
Cablevision Agrees to Sell Ohio Cable Systems to Adelphia
$1.53 Billion Transactions Valued at Approximately $5,000 per Subscriber
BETHPAGE, N.Y., and COUDERSPORT, Pa., Dec. 8 /PRNewswire/ -- Cablevision
Systems Corporation (NYSE: CVC) and Adelphia Communications Corporation (Nasdaq:
ADLAC) announced that they have executed definitive agreements under which
Cablevision will sell its cable systems in the Greater Cleveland metropolitan
area to Adelphia for total consideration of $1.53 billion in cash and
securities. The transactions are valued at approximately $5,000 per subscriber
for the 306,000-subscriber operation.
The combined $1.53 billion purchase price for the transactions will be
composed of $990 million in cash and $540 million in Adelphia Class A Common
Stock. Cablevision expects to use the proceeds to reduce outstanding debt.
This acquisition increases Adelphia's total subscriber base to more than 5.3
million customers. It also substantially increases Adelphia's presence in the
Great Lakes region to more than 1.3 million customers stretching from the
western suburbs of Cleveland through western Pennsylvania to Buffalo, New York.
Adelphia's other operations within this region include the Empire Sports
television network and the commercial telephone networks of Adelphia Business
Solutions ("ABIZ") in the cities of Cleveland; Pittsburgh; Erie, Pennsylvania;
and Buffalo.
Cablevision announced in September that it was pursuing strategic
alternatives for its cable operations in the Greater Cleveland area and other
locations as part of a strategy to concentrate its efforts in the New York
metropolitan area and to improve its balance sheet. The company will continue to
evaluate strategic alternatives for the operation of its systems in
Massachusetts and in Kalamazoo, Michigan.
In addition to its telephone and Internet services, Cablevision operates the
cable industry's largest cluster, serving 2.8 million customers throughout the
New York, New Jersey, and Connecticut tristate area.
The companies expect the transactions to close as expeditiously as possible
after necessary franchise transfer and other required approvals are obtained.
Merrill Lynch & Co. and Bear, Stearns & Co. Inc. advised Cablevision in
connection with this transaction.
Cablevision Systems Corporation is one of the nation's leading media,
telecommunications and entertainment companies. The Company's cable television
operations serve more than 3.4 million customers located primarily in the New
York metropolitan area. Rainbow Media Holdings, Inc., a 75%-owned subsidiary of
Cablevision, manages entertainment, news, and sports programming businesses.
Rainbow Media's assets include ownership interests in American Movie Classics,
Bravo, Madison Square Garden, Radio City Entertainment and FOX Sports Net. The
Company also owns and operates THE WIZ consumer electronics stores in 41
locations and operates the Clearview Cinema Group with 291 motion picture
theater screens in the New York metropolitan area.
Adelphia Communications Corporation is one of the largest cable television
operators in the United States, now serving approximately 5.3 million cable
subscribers. Through Adelphia Business Solutions, Adelphia now serves more than
300,000 telephone access lines.
For Internet users: Information about Cablevision Systems Corporation, as
well as background on its executives and other materials can be accessed on the
World Wide Web at http://www.cablevision.com and information about Adelphia
Communications and Adelphia Business Solutions can be accessed at
http://www.adelphia.com and http://www.adelphia-abs.com respectively.
SOURCE Adelphia Communications Corporation
