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 23, 1998
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
<PAGE>
Item 5. Other Events
The Registrant made recent announcements, which were the subjects of
press releases which are being filed herewith and incorporated by reference
herein as Exhibits 99.01, 99.02 and 99.03 under Item 7 hereof, respectively,
regarding (i) offerings totaling 8,000,000 shares of Class A Common Stock, (ii)
a private placement of $100,000,000 aggregate principal amount of 7-1/2% Senior
Notes due 2004 and $300,000,000 aggregate principal amount of 7-3/4% Senior
Notes due 2009, and (iii) the acquisition agreement regarding Verto
Communications, Inc. with respect to 56,000 cable subscribers.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press Release dated January 11, 1999.
99.02 Press Release dated January 7, 1999.
99.03 Press Release dated December 23, 1998.
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: January 11, 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 No. Description
99.01 Press Release dated January 11, 1999.
99.02 Press Release dated January 7, 1999.
99.03 Press Release dated December 23, 1998.
Exhibit 99.01
ADELPHIA ANNOUNCES STOCK OFFERING
Coudersport, PA, January 11, 1999 -- Adelphia Communications Corporation
(NASDAQ-NNM: ADLAC) announced today that it has sold 4,000,000 newly issued
shares of Class A Common Stock, exclusive of an overallotment option, from its
shelf registration statement to Goldman, Sachs & Co. at $43.25 per share.
Goldman, Sachs & Co. is re-offering the shares to investors.
In addition to the 4,000,000 shares of Class A Common Stock sold by Adelphia to
Goldman, Sachs & Co., members of the family of John Rigas, Chairman of Adelphia,
have entered into an agreement to purchase 4,000,000 newly issued shares of
Class A Common Stock at $43.25 per share.
Proceeds of approximately $346,000,000 from these offerings will be used to
repay subsidiary bank debt, which may be reborrowed and used for general
corporate purposes such as capital expenditures, investments, acquisitions or
other corporate purposes. Closing of the sale of common stock is expected to
occur on January 14, 1999.
Adelphia Communications Corporation is the seventh largest cable television
operator in the United States and currently owns or manages cable television
systems serving over 2.3 million subscribers.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Class A Common Stock 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.
Contact: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
of Adelphia, (814) 274-9830.
Exhibit 99.02
Adelphia Announces Private Placement of Senior Notes
COUDERSPORT, Pa., January 7, 1999-- Adelphia Communications Corporation
(Nasdaq: ADLAC) announced that it has sold a total of $400,000,000 of new Senior
Notes. Adelphia sold $100,000,000 aggregate principal amount of 7-1/2% Senior
Notes due 2004 and $300,000,000 aggregate principal amount of 7-3/4% Senior
Notes due 2009, primarily to institutional investors in reliance on Rule 144A.
Both series of Senior Notes will be noncallable, and will have other
non-interest terms that will be similar to those of Adelphia's existing publicly
held senior debt. The transaction is expected to close on January 13, 1999.
Adelphia will use a minimum of $160,000,000 of the net proceeds from the
offerings to redeem, purchase or otherwise retire 9-1/2% Senior Pay-In-Kind
Notes due 2004 of Adelphia, and will use the remainder of the net proceeds to
repay existing indebtedness of subsidiaries.
The 7-1/2% Senior Notes due 2004 and the 7-3/4% Senior Notes due 2009 have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of any
securities referred to herein in any state in which such offer, solicitation or
sale would be unlawful.
Adelphia Communications Corporation is the seventh largest cable television
operator in the United States and currently owns or manages cable television
systems serving over 2.3 million subscribers.
CONTACT: Timothy J. Rigas, Executive Vice President of Adelphia Communications
Corporation, 814-274-9830
Exhibit 99.03
FOR IMMEDIATE RELEASE
December 23, 1998
Contacts: Tim Rigas, Adelphia Communications Corporation, (814) 274-9830
ADELPHIA TO ACQUIRE VERTO COMMUNICATIONS, INC.
CABLE SYSTEM
COUDERSPORT, PA, - Adelphia Communications Corporation (Adelphia) (NASDAQ:
ADLAC) and Verto Communications, Inc. (Verto) today announced that they have
signed definitive documentation to merge Verto Communications, Inc. into a
wholly-owned subsidiary of Adelphia Communications Corporation. Verto
Communications, Inc. provides cable television to approximately 56,000
subscribers in the greater Scranton, Pennsylvania area.. Adelphia will issue
approximately 3 million shares of its Class A Common Stock and assume
approximately $32 million of net liabilities of Verto in the transaction. The
acquired systems are projected to have revenue of $25.7 million and operating
cash flow of $13.7 million for the year ended December 31, 1999. The upgrade of
the Verto system to 750 MHz is expected to be completed during the first half of
1999. Following this transaction, Adelphia will provide service to approximately
100,000 cable television customers from one headend in Scranton, Pennsylvania.
John Rigas, Chairman and CEO of Adelphia, stated, "We are excited about
expanding our cable television presence in northeast Pennsylvania with Verto
Communications. Verto has a long-standing tradition of providing excellent cable
television service to the Scranton area and we look forward to carrying on this
tradition."
Adelphia Communications Corporation is the seventh largest domestic cable
television operator, currently providing cable television service to over 2.3
million customers.
