<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 21, 1999
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)
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DELAWARE 4841 23-2417713
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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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
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. [_]
CALCULATION OF REGISTRATION FEE
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=================================================================================================================================
Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per share (1) offering price (1) registration fee
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Class A Common Stock, par value $.01 per share 6,000,000(2) $58.31 $349,860,000 $97,262.00
shares
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended. The
maximum price per share information is based on the average of the high and the
low sale prices of Adelphia Communications Corporation Class A Common Stock,
$.01 par value per share, reported on the Nasdaq National Market System on June
14, 1999.
(2) An additional 1,000,000 shares of Class A Common Stock were previously
registered on a Registration Statement on Form S-3 (File No. 333-77651) for
which a registration fee of $18,400 was previously paid. The previously
registered shares may be sold pursuant to the prospectus contained therein.
Pursuant to Rule 429 of the Rules and Regulations of the SEC under the
Securities Act, the combined prospectus contained herein also relates to the
Registration Statement on Form S-3 (File No. 333-77651).
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.
This Registration Statement has been filed pursuant to Rule 429 and relates to a
previously filed registration statement on Form S-3 (File No. 333-77651).
<PAGE>
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7,000,000 shares Subject to Completion
ADELPHIA COMMUNICATIONS CORPORATION Dated June 21, 1999
Class A common stock
The stockholders of Adelphia Communications respect to cash dividends and distributions
Corporation as described under the caption upon the liquidation of Adelphia. Holders of
"Selling Stockholders" on page 22 of this Class B common stock are entitled to greater
prospectus are offering and selling up to voting rights than the holders of Class A
7,000,000 shares of Adelphia's Class A common stock; however, the holders of Class A
common stock under this prospectus. common stock, voting as a separate class, are
entitled to elect one of Adelphia's directors.
The Class A common stock is listed on the You should carefully review "Risk Factors"
Nasdaq National Market. The Class A Common beginning on page 3 for a discussion of things
stock's ticker symbol is "ADLAC." On June you should consider when investing in our
17, 1999, the closing sale price on the Class A common stock.
Nasdaq National Market of a single share of
the Class A common stock was $65 1/2.
Our common stock also includes Class B common Neither the SEC nor any state securities
stock. The rights of holders of the Class A commission has approved or disapproved of
common stock and Class B common stock differ these securities or passed upon the adequacy
with respect to certain aspects of or accuracy of this prospectus. Any
dividends, liquidations and voting. The representation to the contrary is a criminal
Class A common stock has preferential rights offense.
with
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The date of this prospectus is __________ ____, 1999.
The information in the prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the SEC is effective. This prospectus is not an offer to
sell securities and is not soliciting an offer to buy these securities in any
state where the offer is prohibited.
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TABLE OF CONTENTS
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ADELPHIA........................................................ 1
RISK FACTORS.................................................... 3
DILUTION........................................................ 22
SELLING STOCKHOLDERS............................................ 22
USE OF PROCEEDS................................................. 23
PLAN OF DISTRIBUTION............................................ 23
WHERE YOU CAN FIND MORE INFORMATION............................. 25
EXPERTS......................................................... 26
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ADELPHIA
Adelphia is a leader in the telecommunications industry with cable
television and local telephone operations. Our operations consist of providing
telecommunications services primarily over our networks, which are commonly
referred to as broadband networks because they can transmit large quantities of
voice, video and data by way of digital or analog signals. As of March 31, 1999,
we owned or managed cable television systems with broadband networks that passed
in front of 3,357,400 homes and served 2,380,409 basic subscribers. John J.
Rigas, the Chairman, President, Chief Executive Officer and founder of Adelphia,
has owned and operated cable television systems since 1952.
We own cable systems in twelve states which are organized into seven
regional clusters: Western New York, Virginia, Western Pennsylvania, New
England, Eastern Pennsylvania, Ohio and New Jersey. These systems are located
primarily in suburban areas of large and medium-sized cities within the 50
largest television markets. As of March 31, 1999, the broadband networks for
these systems passed in front of 2,230,257 homes and served 1,595,536 basic
subscribers.
We also provide management and consulting services to other partnerships
and corporations engaged in the ownership and operation of cable television
systems. John J. Rigas and members of his immediate family, including entities
they own or control, have substantial ownership interests in these partnerships
and corporations. As of March 31, 1999, the broadband networks for cable
systems owned by these Rigas family partnerships and corporations passed in
front of 178,021 homes and served 134,015 basic subscribers.
We also own a 50% voting interest and nonvoting preferred limited
partnership interests in Olympus Communications, L.P. Olympus is a joint venture
limited partnership that operates a large cable system in Florida. As of
March 31, 1999, the broadband networks for this system passed in front of
949,122 homes and served 650,858 basic subscribers.
Through our subsidiary, Hyperion Telecommunications, Inc., we own and
operate a large competitive local exchange carrier in the eastern United States.
This means that Hyperion provides its customers with alternatives to the
incumbent local telephone company for local telephone and telecommunications
services. Hyperion's telephone operations are referred to as being facilities
based, which means it generally owns the local telecommunications networks and
facilities it uses to deliver these services, rather than leasing or renting the
use of another party's networks to do so. As of March 31, 1999, Hyperion managed
and operated telecommunications networks serving 39 metropolitan statistical
areas. Hyperion's Class A common stock is listed on the Nasdaq National Market
under the symbol "HYPT."
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Our executive offices are located at Main at Water Street, Coudersport,
Pennsylvania 16915, and our telephone number is (814) 274-9830.
Recent Developments
On May 26, 1999, Adelphia announced that it has agreed to exchange certain
cable systems with Comcast Corporation and Jones Intercable, Inc. in a
geographic rationalization of the companies' respective markets. As a result of
this transaction, Adelphia would add approximately 440,000 subscribers in Los
Angeles, California and West Palm/Fort Pierce, Florida. In exchange, Comcast and
Jones would receive systems currently owned, managed or under contract to be
purchased by Adelphia serving approximately 464,000 subscribers in suburban
Philadelphia, Pennsylvania, Ocean County, New Jersey, Ft. Myers, Florida,
Michigan, New Mexico and Indiana. All systems involved in the transactions will
be valued by agreement between the parties or, following a failure to reach
agreement, by independent appraisals, and any difference in relative value will
be funded with cash or additional cable systems. The system exchanges are
subject to customary closing conditions and regulatory approvals and are
expected to close by mid-2000.
For other recent developments regarding Adelphia, we refer you to our most
recent and future filings under the Exchange Act.
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RISK FACTORS
Before you invest in our Class A common stock, you should be aware that
there are various risks associated with investing in Adelphia, including those
described below. You should carefully consider these risk factors together with
all of the other information included or incorporated by reference in this
prospectus before you decide to purchase shares of Adelphia's Class A common
stock.
HIGH LEVEL OF INDEBTEDNESS Adelphia has a substantial amount of
debt. We borrowed this money to
purchase and to expand our cable
As of March 31, 1999, we owed systems and other operations and,
approximately $3.6 billion and as of that to a lesser extent, for investments
date we would have owed approximately and loans to our affiliates. At
$5.6 billion after the acquisition of March 31, 1999, our indebtedness
Century, $6.8 billion after the totaled approximately $3.6 billion.
acquisition of Century and FrontierVision This included approximately:
and $7.9 billion after such transactions
and the acquisitions of Harron and . $2.1 billion of Adelphia Parent
Telesat's interests in Olympus. Our high Company public debt. When we use
level of indebtedness can have important the term "Adelphia Parent
adverse consequences to us and to you. Company" in this prospectus, we
are referring only to Adelphia
Communications Corporation as a
parent holding company entity,
and not to its subsidiaries;
. $754 million of debt owed by our
subsidiaries to banks, other
financial institutions and other
persons; and
. $779 million of public debt owed
by Hyperion, Adelphia's
subsidiary which is a competitive
local exchange carrier
subsidiary.
Olympus, a non-consolidated joint
venture, also had approximately $550
million of debt at March 31, 1999.
Olympus will be consolidated with
Adelphia upon completion of
Adelphia's proposed acquisition of
Telesat's equity interests in
Olympus. That acquisition is
expected to close during the third
quarter of 1999.
We may need to refinance significant Century and its subsidiaries have
Century indebtedness that we will be substantial indebtedness. At
assuming. February 28, 1999, Century and its
subsidiaries had long-term debt of
approximately $2.0 billion
(exclusive of current maturities of
$20.1 million), including
approximately $1.9 billion principal
amount of public indebtedness under
nine indentures, $97 million of
indebtedness under four credit
agreements entered into by
subsidiaries of Century and various
banks and $80 million of
indebtedness under a note agreement
entered into by a subsidiary of
Century.
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Under the indentures for Century's
public notes, the merger will
require Century to make an offer to
purchase the public notes if the
merger results in the public notes
being downgraded to a specified
level by certain national rating
agencies. Upon announcement of the
merger, certain rating agencies
announced that the Century notes
were under review with a view to a
downgrade to a level which would not
require Century to make an offer to
repurchase public notes. In the
event that the public notes were to
be downgraded to a level beyond that
announced by the rating agencies
upon disclosure of the merger,
Century would be required to make an
offer to repurchase the public notes
at 101% of the principal amount of
the notes. In the event that a
significant amount of notes were
tendered to Century for repurchase,
this could materially decrease
Adelphia's liquidity.
Without a consent from the lenders
to Century's subsidiaries, the
Century merger will violate certain
covenants contained in the Century
credit agreements. As a result, we
will either secure a waiver from the
lenders under these credit
agreements or will refinance such
credit agreements with new or
existing credit facilities. Although
we currently have sufficient
liquidity under our existing credit
facilities to refinance the
borrowings under Century's credit
agreements, Adelphia is seeking
consents to keep some or all of such
credit agreements in place. In the
event that these consents cannot be
obtained upon reasonable terms, we
could seek to refinance some or all
of them under one or more new
facilities in order to preserve our
existing liquidity. There can be no
assurance, however, that we will be
able to obtain these consents or
refinance these credit agreements
under any terms or on terms
acceptable to Adelphia. As a result,
the failure to obtain the required
consents or to refinance these
credit agreements could materially
decrease Adelphia's liquidity.
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<PAGE>
We may need to refinance significant On February 23, 1999, we announced
FrontierVision indebtedness that we will our proposed acquisition of
be assuming. FrontierVision. FrontierVision and
its subsidiaries have substantial
indebtedness. At March 31, 1999,
FrontierVision and its subsidiaries
had nonaffiliate long-term debt of
approximately $1.1 billion,
including approximately $668 million
owed to banks under a credit
agreement and approximately $456
million owed under three indentures
for public notes. We are attempting
to secure consents and waivers from
the lenders to permit the credit
agreement to remain outstanding. As
a result of the acquisition by
Adelphia, the indentures for the
public debt will require
FrontierVision to make an offer to
repurchase the public notes at 101%
of the amount of the public notes.
In the event that the lenders do not
consent to permitting the credit
agreement to remain outstanding or a
significant amount of the public
notes are tendered to FrontierVision
for repurchase, then this could
materially decrease our liquidity.
We will need to raise significant We will need to raise significant
financing for the funds to pay for the $1.17 billion
Harron acquisition. acquisition of Harron. This may
result in a material amount of
additional indebtedness.
The indebtedness resulting from the
acquisitions of Century,
FrontierVision, Harron and Telesat's
interests in Olympus is reflected in
Adelphia's unaudited condensed
consolidated pro forma financial
statements incorporated by reference
in this prospectus.
Debt service consumes a substantial Our high level of indebtedness can
portion of the cash we generate. This have important adverse consequences
could affect our ability to invest in our to us and to you. It requires that
business in the future as well as to we spend a substantial portion of
react to changes in our industry or the cash we get from our business to
economic downturns. repay the principal and interest on
these debts. Otherwise, we could use
these funds for general corporate
purposes or for capital
improvements. Our ability to obtain
new loans for working capital,
capital expenditures, acquisitions
or capital improvements may be
limited by our current level of
debt. In addition, having such a
high level of debt could limit our
ability to react to changes in our
industry and to economic conditions
generally. In addition to our debt,
at March 31, 1999, the Adelphia
Parent Company had approximately
$148 million and Hyperion had
approximately $236 million of
redeemable exchangeable preferred
stock which contain payment
obligations that are similar to
Adelphia's debt obligations.
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Approximately 35% of our debt Our debt comes due at various times
outstanding at March 31, 1999 must be up to the year 2009, including an
paid by January 1, 2004 and all of it aggregate of approximately $1.3
must be paid by 2009. billion as of March 31, 1999, which
we must pay by January 1, 2004.
As discussed above, Century,
FrontierVision and Olympus also have
a substantial amount of debt. Under
their current terms, these debts
come due at various times up to the
year 2017, including an aggregate of
approximately $1.5 billion as of
March 31, 1999 (May 31, 1998 as to
Century), which must be paid over
the next five years.
OUR BUSINESS REQUIRES SUBSTANTIAL Our business requires substantial
ADDITIONAL FINANCING AND IF WE DO NOT additional financing on a continuing
OBTAIN THAT FINANCING WE MAY NOT BE ABLE basis for capital expenditures and
TO UPGRADE OUR PLANT, OFFER SERVICES, other purposes including:
MAKE PAYMENTS WHEN DUE OR REFINANCE
EXISTING DEBT . constructing and upgrading our
plant and networks some of
these upgrades we must make to
comply with the requirements of
local cable franchise
authorities;
. offering new services;
. scheduled principal and
interest payments;
. refinancing existing debt; and
. acquisitions and investments.
There can be no guarantee that we
will be able to issue additional
debt or sell stock or other
additional equity on satisfactory
terms, or at all, to meet our future
financing needs.
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WE HAVE HAD LARGE LOSSES AND WE EXPECT The total convertible preferred
THIS TO CONTINUE stock, common stock and other
stockholders' equity (deficiency) at
March 31, 1999 was a deficit of
approximately $728.4 million. Our
continuing net losses, which are
mainly due to our high levels of
depreciation and amortization and
interest expense, have created this
deficiency. Our recent net losses
applicable to our common
stockholders were approximately as
follows:
. fiscal year ended March 31,
1997 $130.6 million;
. fiscal year ended March 31,
1998 $192.7 million;
. nine months ended December 31,
1998 $135.8 million; and
. three months ended March 31,
1999 $50.3 million.
We expect to continue to incur large
net losses for the next several
years.
Our earnings have been insufficient Our earnings could not pay for our
to pay for our fixed charges and combined fixed charges and preferred
preferred stock dividends. stock dividends during these periods
by the amounts set forth in the
table below. Combined fixed charges
and preferred stock dividends
included substantial non-cash
charges for depreciation,
amortization and non-cash interest
expense on some of our debts and the
non-cash expense of Hyperion's
preferred stock dividends:
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Earnings Non-Cash
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Deficiency Charges
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(in thousands)
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. fiscal year ended March 31, 1997 $ 61,848 $ 165,426
. fiscal year ended March 31, 1998 $ 113,941 $ 195,153
. nine months ended December 31, 1998 $ 116,899 $ 186,022
. three months ended March 31, 1999 $ 42,585 $ 72,386
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If we cannot refinance our debt, Historically, the cash we generate
including debt incurred in connection from our operating activities and
with the pending acquisitions of borrowings has been sufficient to
FrontierVision, Century, Harron and meet our requirements for debt
Telesat's interests in Olympus, or obtain service, working capital, capital
new loans, we would likely have to expenditures and investments in and
consider various options. We cannot advances to our affiliates, and we
guarantee that any options available to have depended on additional
us would enable us to repay our debt in borrowings to meet our liquidity
full. requirements. Although in the past
we have been able both to refinance
our debt and to obtain new debt,
there can be no guarantee that we
will be able to continue to do so in
the future or that the cost to us or
the other terms which would affect
us would be as favorable to us as
current loans and credit agreements.
Under these circumstances, we may
need to consider various financing
options, such as the sale of
additional equity or some of our
assets to meet the principal and
interest payments we owe, negotiate
with our lenders to restructure
existing loans or explore other
options available under applicable
laws including those under
reorganization or bankruptcy laws.
We believe that our business will
continue to generate cash and that
we will be able to obtain new loans
to meet our cash needs. However, the
covenants in the indentures and
credit agreements for our current
debt provide some limitations on our
ability to borrow more money.
COMPETITION The telecommunications services
provided by Adelphia are subject to
strong competition and potential
competition from various sources.
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Our cable television business is Our cable television systems compete
subject to strong competition from with other means of distributing
several sources which could adversely video to home televisions such as
affect revenue or revenue growth. Direct Broadcast Satellite systems,
commonly known as DBS systems, and
Multichannel Multipoint Distribution
systems, commonly known as wireless
cable. Some of the regional Bell
telephone operating companies 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, because Adelphia's
systems are operated under non-
exclusive franchises, other
applicants may obtain franchises in
Adelphia franchise areas. For
example, some regional Bell operating
companies and local telephone
companies have facilities which are
capable of delivering cable
television service and could seek
competitive franchises.
The equipment which telephone
companies use in providing local
exchange service may give them
competitive advantages over Adelphia
in distributing video to home
televisions. The regional Bell
operating companies and other
potential competitors have much
greater resources than Adelphia and
would constitute formidable
competition for our cable television
business. We cannot predict either
the extent to which competition will
continue to materialize or, if such
competition materializes, the extent
of its effect on our cable television
business.
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Our cable television systems also
face competition from other
communications and entertainment
media, including conventional off-
air television broadcasting
services, newspapers, movie
theaters, live sporting events and
home video products. We cannot
predict the extent to which
competition may affect us.
Adelphia's cable modem and dial up
Internet access business is subject
to strong competition and potential
competition from a number of
sources. With respect to high speed
cable modem service, telephone
companies are beginning to implement
various digital subscriber line
services (DSL) that allow high
speed Internet access services to be
offered over telephone lines. DBS
companies offer high speed Internet
access over their satellite
facilities and other terrestrial
based wireless operators (e.g.,
MMDS) are beginning to introduce
high speed access as well. With
respect to dial up Internet access
services, there are numerous
competitive Internet Service
Providers (ISPs) in virtually every
franchise area. The local telephone
exchange company typically offers
ISP services, as do a number of
other nationally marketed ISPs such
as America Online, Compuserve and
AT&T Worldnet. Adelphia cannot
predict the extent to which
competition will continue to
materialize or, if such competition
materializes, the extent of its
effect on Adelphia's Internet access
business.
Hyperion's operations are also In each of the markets served by
subject to risk because Hyperion competes Hyperion's networks, the competitive
principally with established local local exchange carrier services
telephone carriers that have offered by Hyperion compete
long-standing utility relationships with principally with the services
their customers and pricing flexibility offered by the incumbent local
for local telephone services. telephone exchange carrier company
serving that area. Local telephone
companies have long-standing
relationships with their customers,
have the potential to subsidize
competitive services from monopoly
service revenues, and benefit from
favorable state and federal
regulations. The merger of Bell
Atlantic and NYNEX created a very
large company whose combined
territory covers a substantial
portion of Hyperion's markets. Other
combinations are occurring in the
industry, which may have a material
adverse effect on Hyperion and us.
10
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We believe that local telephone
companies will gain increased
pricing flexibility from regulators
as competition increases. Hyperion's
operating results and cash flow
could be materially and adversely
affected by actions by regulators,
including permitting the incumbent
local telephone companies in
Hyperion's markets to do the
following:
. lower their rates substantially;
. engage in aggressive volume and
term discount pricing practices
for their customers; or
. charge excessive fees to Hyperion
for interconnection to the
incumbent local telephone
company's networks.
If the regional Bell telephone The regional Bell operating
companies could get regulatory approval companies can now obtain regulatory
to offer long distance service in approval to offer long distance
competition with Hyperion's significant services if they comply with the
customers, some of Hyperion's major interconnection requirements of the
customers could lose market share. federal Telecommunications Act of
1996. To date, the FCC has denied
the requests for approval filed by
regional Bell operating companies in
Hyperion's operating areas. However,
approval of such a request could
result in decreased market share for
the major long distance carriers
which are among Hyperion's
significant customers. This could
have a material adverse effect on
Hyperion.
The regional Bell telephone Legislation has been introduced in
companies continue to seek legislation Congress proposing to relieve the
that could significantly enhance their regional Bell operating companies
competitive position against Hyperion. from the resale and unbundling
requirements of the federal
Telecommunications Act of 1996 with
respect to high speed data services,
and to otherwise facilitate the
deployment of such services. The
adoption of such legislation by
Congress could have a material
adverse effect on Hyperion.
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Potential competitors to Hyperion's Potential competitors for Hyperion
telecommunications services include the include other competitive local
regional Bell telephone companies, AT&T, exchange carriers, incumbent local
MCIWorldCom and Sprint, electric telephone companies which are not
utilities and other companies that have subject to regional Bell operating
advantages over Hyperion. companies' restrictions on offering
long distance service, AT&T,
MCIWorldCom, Sprint and other long
distance carriers, cable television
companies, electric utilities,
microwave carriers, wireless
telecommunications providers,
including cellular and Personal
Communication Services (PCS), and
private networks built by large end
users. Both AT&T and MCIWorldCom
have announced that they have begun
to offer local telephone services in
some areas of the country, and AT&T
recently announced a new wireless
technology for providing local
telephone service. In addition, the
long distance carriers could build
their own facilities, purchase other
carriers or their facilities, or
resell the services of other
carriers rather than use Hyperion's
services when entering the market
for local exchange services.
Many of Hyperion's current and
potential competitors, particularly
incumbent local telephone companies,
have financial, personnel and other
resources substantially greater than
those of Hyperion, as well as other
competitive advantages over
Hyperion.
12
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WE ARE SUBJECT TO EXTENSIVE REGULATION The cable television industry and the provision of local telephone
exchange services are subject to extensive regulation at the federal,
Our cable television and state and local levels, and many aspects of such regulation are
telecommunications businesses are heavily currently the subject of judicial proceedings and administrative or
regulated as to rates we can charge and legislative proposals. In particular, the FCC adopted regulations that
other matters. This regulation could limit our ability to set and increase rates for our basic service
limit our ability to increase rates, package and for the provision of cable television-related equipment.
cause us to decrease then current rates The law permits certified local franchising authorities to order
or require us to refund previously refunds of rates paid in the previous 12-month period determined to be
collected fees. 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. In addition, the FCC has commenced a proceeding to
determine whether cable operators will be required to carry the digital
signals of broadcast television stations. Such a requirement could
require the removal of popular programming services with materially
adverse results for cable operators.
Adelphia 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.
Similarly, Hyperion is subject to state and local regulations and in
some cases must obtain appropriate certifications and/or local
franchises to construct facilities and offer services. There can be no
assurance that Hyperion's state and local regulators will not impose
new and more restrictive requirements as a condition to renew any
required certifications and franchises.
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The federal Telecom-munications Act The federal Telecommunications Act of 1996 substantially changed
of 1996 may have a significant impact on federal, state and local laws and regulations governing our cable
our cable television and telephone television and telecommunications businesses. This law could materially
businesses. affect the growth and operation of the cable television industry and
the cable services we provide. Although this legislation may lessen
regulatory burdens, the cable television industry may be subject to new
competition as a result. There are numerous rulemakings that have been
and continue to be undertaken by the FCC which will interpret and
implement the provisions of this law. Furthermore, portions of this law
have been, and likely other portions will be, challenged in the courts.
We cannot predict the outcome of such rulemakings or lawsuits or the
short- and long-term effect, financial or otherwise, of this law and
FCC rulemakings on us.
Similarly, the federal Telecommunications Act of 1996 removes entry
barriers for all companies and could increase substantially the number
of competitors offering comparable services in Hyperion's markets or
potential markets. Furthermore, we cannot guarantee 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 Hyperion.
UNEQUAL VOTING RIGHTS OF STOCKHOLDERS Adelphia has two classes of common stock--Class A common stock which
carries one vote per share and Class B common stock which carries ten
votes per share. Under Adelphia's Certificate of Incorporation, the
shares of Class A common stock elect only one of our eight directors.
</TABLE>
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<TABLE>
<S> <C>
CONTROL OF VOTING POWER BY THE RIGAS As of June 1, 1999, the Rigas family beneficially owned shares
FAMILY representing about 42% of the total number of outstanding shares of
both classes of Adelphia's common stock and about 77% of the total
The Rigas family can control voting power of Adelphia's shares. The public holds a majority of the
stockholder decisions on very important outstanding shares of Class A common stock, although the Rigas family
matters. also owns approximately 30% of those shares as of June 1, 1999. The
Rigas family owns approximately 99% of Adelphia's shares of Class B
common stock. The Rigas family also owns shares of Adelphia's 8 1/8%
Series C cumulative convertible preferred stock which, if converted,
would increase its voting power and beneficial ownership. The Rigas
family also has agreed to acquire 4,114,549 shares of Class B common
stock, and has rights to acquire up to an additional 2,057,275 shares
of Class B common stock, which if purchased would increase its
beneficial ownership and voting power. As a result of the Rigas
family's stock ownership and an agreement among the Class B
stockholders, members of the Rigas family as of June 1, 1999 have the
power to elect seven of eight Adelphia directors, and if they converted
their convertible preferred stock might be able to elect all eight
directors. In addition, the Rigas family could control stockholder
decisions on other matters such as amendments to Adelphia's Certificate
of Incorporation and Bylaws, and mergers or other fundamental corporate
transactions.
THERE ARE POTENTIAL CONFLICTS OF INTEREST John J. Rigas and the other executive officers of Adelphia, including
BETWEEN ADELPHIA AND THE RIGAS FAMILY other members of the Rigas family, own other corporations and
partnerships, which are managed by us for a fee. Subject to the
restrictions contained in a 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. These activities could present a
conflict of interest with Adelphia, such as how much time our executive
officers devote to our business. In addition, there have been and will
continue to be transactions between us and the executive officers or
the other entities they own or have affiliations with. Our public debt
indentures contain covenants that place some restrictions on
transactions between us and our affiliates.
</TABLE>
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<TABLE>
<S> <C>
HOLDING COMPANY STRUCTURE AND POTENTIAL The Adelphia Parent Company directly owns no significant assets other
IMPACT OF RESTRICTIVE COVENANTS IN than stock, partnership interests and equity and other interests in our
SUBSIDIARY DEBT AGREEMENTS subsidiaries and in other companies. This creates risks regarding our
ability to provide cash to the Adelphia Parent Company to repay the
interest and principal which it owes, our ability to pay cash dividends
to our common stockholders in the future, and the ability of our
subsidiaries and other companies to respond to changing business and
economic conditions and to get new loans.
The Adelphia Parent Company depends The public indentures and the credit agreements for bank and other
on its subsidiaries and other companies financial institution loans of our subsidiaries and other companies in
in which it has investments to fund its which we have invested, restrict their ability and the ability of the
cash needs. companies they own to make payments to the Adelphia Parent Company.
These agreements also place other restrictions on the borrower's
ability to borrow new funds and include requirements for the borrowers
to remain in compliance with the credit agreements. The ability of a
subsidiary or a company in which we have invested to comply with debt
restrictions may be affected by events that are beyond our control. The
breach of any of these covenants could result in a default which could
result in all loans and other amounts owed to its lenders becoming due
and payable. Our subsidiaries and companies in which we have invested
might not be able to repay in full the accelerated loans.
IT IS UNLIKELY YOU WILL RECEIVE A RETURN Adelphia has never declared or paid cash dividends on any of its common
ON YOUR SHARES THROUGH THE PAYMENT OF stock and has no intention of doing so in the foreseeable future. As a
CASH DIVIDENDS result, it is unlikely that you will receive a return on your shares
through the payment of cash dividends.
FUTURE SALES OF ADELPHIA COMMON STOCK Sales, or availability for sale, of a substantial number of shares of
COULD ADVERSELY AFFECT ITS MARKET PRICE our common stock, including sales by any pledgees of such shares, could
adversely affect the market price of Class A common stock and could
impair our ability in the future to raise capital through stock
offerings.
</TABLE>
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<PAGE>
Under various registration rights agreements or
arrangements, as of June 1, 1999, the Rigas family has
the right, subject to some limitations, to require
Adelphia to register substantially all of the shares
which it owns of Class A common stock, consisting of
15,029,119 shares, Class B common stock, consisting of
10,736,544 shares and the equivalent number of shares
of Class A common stock into which they may be
converted, and Series C cumulative convertible
preferred stock, consisting of 80,000 shares and the
9,433,962 shares of Class A common stock into which
they may be converted. Among others, Adelphia has
registered or agreed to register for public sale the
following shares:
. for the Rigas family--up to 11,000,000 shares of
Class A common stock, 80,000 shares of Series C
cumulative convertible preferred stock and the
Class A common stock issuable upon conversion of
the Series C cumulative convertible preferred
stock;
. for Booth American Company--3,571,428 shares of
Class A common stock owned as of March 24, 1998;
. for the selling stockholders receiving shares in
the Verto Communications, Inc. acquisition--2,561,
024 shares of Class A common stock;
. for a Rigas family partnership--4,000,000 shares of
Class A common stock purchased by it in connection
with the January 14, 1999 equity offerings;
. for the owners of FrontierVision--7,000,000 shares
of Class A common stock in connection with the
pending FrontierVision acquisition and 1,000,000
shares of Class A common stock held in connection
with an escrow arrangement for the benefit of
FrontierVision in certain circumstances if the
transaction does not close;
. for the owners of Century--approximately 48,700,000
shares of Class A common stock to be issued in
connection with the pending Century acquisition;
and
. for TCI Development Corporation (or its successors)
2,250,000 shares.
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<PAGE>
<TABLE>
<S> <C>
Approximately 14,904,000 shares of Class A common stock and up to
80,000 shares of Series C cumulative convertible preferred stock,
including the underlying Class A common stock, have been pledged by
members of the Rigas family in connection with margin loans made to
members of the Rigas family. These pledgees could freely sell any
shares acquired upon a foreclosure.
THE CENTURY MERGER MAY NOT BE COMPLETED The Century merger requires approvals from Century's stockholders and
IF THE REQUIRED APPROVAL OF CENTURY'S our stockholders. Although the Class B stockholders of Century and the
CLASS A STOCKHOLDERS IS NOT OBTAINED controlling stockholders of Adelphia have agreed to vote in favor of
the merger, the companies cannot be certain of the ultimate outcome of
the required vote of the Class A stockholders of Century. If that vote
is not obtained, the companies will not be able to complete the
proposed transaction as currently structured or in a timely manner, if
at all.
The failure to satisfy conditions to Even if Century's stockholders approve the Century merger, one or more
completion of the acquisitions could of the pending acquisitions may not close unless several other
jeopardize the acquisitions. conditions are met. These include:
. receipt of all required consents of governmental authorities
have been received, except where the failure to obtain any such
required consent would not have a material adverse effect;
. clearance under antitrust laws;
. neither Adelphia nor the selling parties have breached any of
their respective representations, warranties or covenants made in
the applicable agreement; and
. there is no law or court order prohibiting the applicable
acquisition.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
OUR ACQUISITIONS AND EXPANSION COULD Because we are experiencing a period of rapid expansion through
INVOLVE OPERATIONAL AND OTHER RISKS acquisition, the operating complexity of Adelphia, as well as the
responsibilities of management personnel, have increased. Our ability
to manage such expansion effectively will require us to continue to
expand and improve our operational and financial systems and to expand,
train and manage our employee base.
The Century, FrontierVision and Harron transactions and some of our
other recent acquisitions involve the acquisition of companies that
have previously operated independently. We may not be able to integrate
the operations of these companies without some level of difficulty,
such as the loss of key personnel. There is no guarantee that we will
be able to realize the benefits expected from the integration of
operations from these transactions.
Because the cable systems to be acquired in the Century, FrontierVision
and Harron acquisitions are in the same industry as those of Adelphia,
the acquired systems will generally be subject to the same risks as
those of Adelphia, such as those relating to competition, regulation,
year 2000 issues and technological developments.
PURCHASERS OF OUR COMMON STOCK WILL INCUR Persons purchasing Class A common stock will incur immediate and
IMMEDIATE DILUTION substantial net tangible book value dilution.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
YEAR 2000 ISSUES PRESENT RISKS TO OUR The year 2000 issue refers to the potential inability of computerized
BUSINESS OPERATIONS IN SEVERAL WAYS systems and technologies to properly recognize and process dates beyond
December 31, 1999. This could present risks to the operation of our
business in several ways. Our computerized business applications that
could be adversely affected by the year 2000 issue include:
. information processing and financial reporting systems;
. customer billing systems;
. customer service systems;
. telecommunication transmission and reception systems; and
. facility systems.
System failure or miscalculation could result in an inability to
process transactions, send invoices, accept customer orders or provide
customers with products and services. Although we are evaluating the
impact of the year 2000 issue on our business and are seeking to
implement necessary solutions, this process has not been completed.
There can be no assurance that the systems of other companies on which
our systems rely will be year 2000 ready. The systems of other
companies also could become incompatible with Adelphia's systems as a
result of implementation of year 2000 solutions. Our failure or a
third-party's failure to become year 2000 ready, or our inability to
become compatible with third parties with which we have a material
relationship, including parties acquired by us, may have a material
adverse effect on Adelphia, including significant service interruption
or outages; however, we cannot currently estimate the extent of any
such adverse effects.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
FORWARD-LOOKING STATEMENTS IN THIS The statements contained or incorporated by reference in this
PROSPECTUS ARE SUBJECT TO RISKS AND prospectus that are not historical facts are "forward-looking
UNCERTAINTIES statements" and 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 set forth or incorporated by reference in this
prospectus, including "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Adelphia's
Transition Report on Form 10-K for the nine months ended December 31,
1998 and in Adelphia's Form 10-Q, is forward-looking, such as
information related 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,
us. These risks and uncertainties include, but are not limited to,
uncertainties relating to economic conditions, the availability and
cost of capital, acquisitions and divestitures, government and
regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, technological developments,
year 2000 issues and changes in the competitive environment in which we
operate. 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.
</TABLE>
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<PAGE>
DILUTION
The net tangible book value of Adelphia's common stock as of March 31,
1999 was a deficit of approximately $1,884,830,000 or negative $36.13 a share.
Net tangible book value per share represents the amount of Adelphia's
convertible preferred stock, common stock and other stockholders' equity
(deficiency), less intangible assets, divided by shares of Adelphia's common
stock outstanding. Purchasers of Class A common stock will have an immediate
dilution of net tangible book value which, due to our having a net tangible book
value deficit, will exceed the purchase price per share. For example, in the
April 28, 1999 Class A common stock offering, the purchase price of a single
share initially sold to the public was $61.75 and the net tangible book value
dilution per share was $82.40 based on net tangible book value as of
December 31, 1998. Net tangible book value dilution per share represents the
difference between the amount per share paid by purchasers of shares of Class A
common stock in an offering by Adelphia and the pro forma net tangible book
value per share of the common stock immediately after completion of such
offering.
SELLING STOCKHOLDERS
The 7,000,000 shares offered under this prospectus have been issued to the
former owners of FrontierVision Partners, L.P. Adelphia, FrontierVision
Partners, L.P. and others are parties to the FrontierVision purchase agreement
and the related registration rights agreement. Under the purchase agreement and
registration rights agreement, Adelphia agreed prior to the closing of that
transaction to register 7,000,000 shares of Class A common stock for sale under
this prospectus. These 7,000,000 shares were issued as part of the closing of
the FrontierVision acquisition to the owners of FrontierVision as part of the
purchase price paid to them for their interest in FrontierVision Partners, L.P.
FrontierVision Partners, L.P. is a limited partnership. FrontierVision
Partners, L.P. has a general Partner, FVP GP, L.P., and a number of direct or
indirect limited partners and they and/or their affiliates are, or may also
become, selling stockholders under this prospectus. If required, we would file
an amendment or a prospectus supplement to add additional selling stockholders.
Registration of these shares does not necessarily mean that the selling
stockholders will sell all or any of the shares.
Neither FrontierVision Partners, L.P. nor any of its former owners has
held any positions or office or had any material relationship with us, our
predecessors or affiliates during the past three years. In addition, one or more
of the selling stockholders may donate, pledge or transfer as gifts some or all
of their shares, or may pledge or transfer its or their shares for no value to
other beneficial owners. This prospectus may also be used for resales by these
pledgees, donees or transferees of the selling stockholder listed below or its
distributees and we will identify any of those pledgees, donees or transferees
in a supplement to this prospectus.
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<PAGE>
The shares listed below represent, as of June 17, 1999, all of the shares
that the selling stockholders beneficially own, the number of shares each may
offer and the number of shares each will own after the offering assuming each of
them sells all of their respective shares.
The numbers presented under "Class A Common Shares Held After Offering"
and "Percent of Class A Common Shares Held After Offering" in the table below
assume that all of the shares held by the selling stockholders and being offered
under this prospectus are sold, and that the selling stockholders acquire no
additional shares of common stock before the completion of this offering.
<TABLE>
<CAPTION>
Percent of
Class A Percent of Class Class A Class A
Common A Common Class A Common Common Common
Shares Held Shares Held Shares Shares Held Shares Held
Name Before Offering Before Offering Offered Hereby After Offering After Offering
- ---- --------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
All Selling Stockholders 7,000,000 12.43% 7,000,000 --- ---
Total 7,000,000 12.43% 7,000,000 --- ---
========= ===== =========
</TABLE>
USE OF PROCEEDS
All net proceeds from the sale of the shares will go to the stockholders
who offer and sell them. We will not receive any proceeds from the sale of
shares by the selling stockholders.
PLAN OF DISTRIBUTION
Adelphia is registering the shares on behalf of the selling stockholders.
References in this section to selling stockholders also include any permitted
pledgees, donees or transferees identified in a supplement to this prospectus as
described above. The selling stockholders may offer their shares at various
times in one or more of the following transactions:
. 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;
. in the over-the-counter market;
. in private transactions other than in the over-the-counter market or on
an exchange;
. in connection with short sales of shares;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
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<PAGE>
. in a combination of any of the above transactions.
In addition, pursuant to the registration rights agreement among Adelphia
and the selling stockholders, the selling stockholders are entitled to demand up
to three underwritten offerings on the terms and conditions set forth in the
registration rights ageement. In the event of an underwritten offering and
subject to the terms of the registration rights agreement, Adelphia and the
selling stockholders will enter into an underwriting agreement and other
appropriate agreements with the underwriters participating in the underwritten
offering that will set forth the terms on which the participating underwriters
will effect sales of the shares.
The selling stockholders may sell their shares at market prices at the
time of sale, at prices related to market prices, at negotiated prices or at
fixed prices.
The selling stockholders may use underwriters or broker-dealers to sell
their shares. 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. If this happens, the underwriters or broker-dealers will either
receive discounts or commissions from the selling stockholders, or they will
receive commissions from purchasers of shares for whom they acted as agents. The
selling stockholders, any underwriters, brokers, dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with these sales, and any
profits realized or commissions received may be deemed underwriting
compensation.
The selling stockholders may also enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of Adelphia's Class A common stock in the course of hedging the positions
they assume with selling stockholders. The selling stockholders may also enter
into options or other transactions with broker-dealers or other financial
institutions which require the delivery, to that broker-dealer or other
financial institution, of the shares offered under this prospectus. The shares
that broker-dealers or other financial institutions receive in those types of
transactions may be resold under this prospectus.
Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided they meet the criteria and conform to the requirements of that
Rule.
An affiliate of J.P. Morgan Investment Corporation, one of the selling
stockholders, has agreed to act as "preferred broker" for the selling
stockholders to effect sales and to make and receive certain notices to Adelphia
on behalf of the selling stockholders as required under the registration rights
agreement.
When a particular offering of shares is made, if required, we will
distribute a prospectus supplement. This supplement 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 law in some jurisdictions, the shares will
be offered or sold in particular jurisdictions only through registered or
licensed brokers or dealers. In addition, in some jurisdictions the shares may
not be offered or sold unless they have been registered or qualified for sale in
that jurisdictions or an exemption from registration or qualification is
available and is complied with.
To comply with rules and regulations under the Securities Exchange Act of
1934, persons engaged in a distribution of the shares may be limited in their
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 provisions of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, which provisions may limit the timing of purchases and
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<PAGE>
sales of any of the shares by the selling stockholders. All of these things may
affect the marketability of the shares.
All expenses of the registration of the shares will be paid by Adelphia,
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. Subject to some limitations, the selling stockholders will be indemnified
by Adelphia against civil liabilities, including liabilities under the
Securities Act of 1933, or will be entitled to contribution in connection
therewith. Subject to some limitations, Adelphia will be indemnified by the
selling stockholders against civil liabilities, including liabilities under the
Securities Act of 1933, or will be entitled to contribution in connection
therewith.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, as well as proxy statements
and other information with the SEC. You may read and copy any document we file
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its Regional Offices in Chicago, Illinois or New
York, New York. You may obtain further information about the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are
also available to the public over the Internet at the SEC's web site at
http://www.sec.gov, which contains reports, proxy statements and other
information regarding registrants like us that file electronically with the SEC.
This prospectus is part of a registration statement on Form S-3 filed by
us with the SEC under the Securities Act of 1933. As permitted by SEC rules,
this prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits filed with the SEC. You may
refer to the registration statement and its exhibits for more information.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus. If we
subsequently file updating or superseding information in a document that is
incorporated by reference into this prospectus, the subsequent information will
also become part of this prospectus and will supersede the earlier information.
We are incorporating by reference the following documents that we have
filed with the SEC:
. our Transition Report on Form 10-K for the nine months ended
December 31, 1998, and Items 7 and 8 of the Form 10-K for the
fiscal year ended December 31, 1998 of Olympus Communications, L.P.
and Olympus Capital Corporation;
. our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
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. our Current Reports on Form 8-K for the events dated January 11,
February 22, February 23, March 5, March 30, March 31, April 9,
April 19, April 21, April 23, April 27, April 28, 1999 and May 26,
1999;
. our definitive proxy statement dated September 11, 1998 with
respect to the Annual Meeting of Stockholders held on October 6,
1998; and
. the description of our Class A common stock contained in:
. our registration statement filed with the SEC under
Section12 of the Exchange Act and subsequent amendments and
reports filed to update such description; and
. our registration statement on Form S-3 (File No. 333-78027).
We are also incorporating by reference into this prospectus:
. all of our future filings with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act until this offering has been
completed; and
. all of our filings made by us under the Exchange Act after the date
the registration statement to which this prospectus is a part was
initially filed and prior to the effective date of that
registration statement.
You may obtain a copy of any of our filings which are incorporated by
reference, at no cost, by writing to or telephoning us at the following address:
Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
Attention: Investor Relations
Telephone: (814) 274-9830
You should rely only on the information provided in this prospectus or
incorporated by reference. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the first page of
the prospectus. No offer of securities is being made in any state or country in
which the offer or sale is not permitted.
EXPERTS
The consolidated financial statements of Adelphia and its subsidiaries as
of March 31, 1998 and December 31, 1998, and for the years ended March 31, 1997
and 1998 and the nine months ended December 31, 1998, and the consolidated
financial statements of Olympus and its subsidiaries as of December 31, 1997 and
1998, and for each of the three years in the period ended December 31, 1998, all
incorporated in this prospectus by reference from Adelphia's Transition Report
on Form 10-K for the nine months ended December 31, 1998, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are
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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.
The consolidated financial statements of FrontierVision Partners, L.P. and
subsidiaries as of December 31, 1998 and 1997, and for each of the years in the
three year period ended December 31, 1998, have been incorporated by reference
herein and in the registration statement from Adelphia's Current Report on Form
8-K filed April 19, 1999, in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Harron Communications Corp. and
subsidiaries as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998 incorporated in this prospectus by reference
from Adelphia's Current Report on Form 8-K filed April 19, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements of Century Communications Corp. and
subsidiaries as of May 31, 1998 and 1997 and for each of the three years in the
period ended May 31, 1998 incorporated in this prospectus by reference from
Adelphia's Current Report on Form 8-K filed on April 19, 1999 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
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<PAGE>
Adelphia Communications Corporation
7,000,000 Shares of Class A Common Stock
PROSPECTUS
We have not authorized any dealer, salesperson or other person to give any
information or represent anything contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell nor
does it solicit to buy any shares of Class A common stock in any jurisdiction
where it is unlawful. The information in this prospectus is current as of
_____________, 1999.
<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
Adelphia in connection with the issuance and distribution of the securities
being registered.
<TABLE>
<CAPTION>
AMOUNT
<S> <C>
SEC filing fee.................................................... $ 97,262
Legal fees and expenses........................................... 10,000
Accounting fees and expenses...................................... 5,000
Miscellaneous expenses............................................ 2,738
-----------
Total............................................................. $ 115,000
===========
</TABLE>
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.
II-1
<PAGE>
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 Certificate of Incorporation of Adelphia Incorporated herein by
Communications Corporation reference is Exhibit 3.01 to
Registrant's Current Report on
Form 8-K dated July 24, 1997
(File No. 000-16104).
4.02 Certificate of Designations for 5 1/2% Series D Incorporated herein by
Convertible Preferred Stock reference is Exhibit 3.01 to
Registrant's Current Report on
Form 8-K for the event dated
April 28, 1999 (File No.
000-16104).
23.01 Consent of Deloitte & Touche LLP with respect to Filed herewith.
financial statements of Adelphia and Olympus
23.02 Consent of KPMG LLP with respect to financial Filed herewith.
statements of FrontierVision
23.03 Consent of Deloitte & Touche LLP with respect to Filed herewith.
financial statements of Century
23.04 Consent of Deloitte & Touche LLP with respect to Filed herewith.
financial statements of Harron
24.01 Power of Attorney (included on the signature page Filed herewith.
of the registration statement)
</TABLE>
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which,
II-2
<PAGE>
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.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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.
(c) Request for Acceleration of Effective Date.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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 Securities Act of 1933, as amended, 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 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 Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
II-3
<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 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 18th day of June, 1999.
ADELPHIA COMMUNICATIONS
CORPORATION
By: /s/ Timothy J. Rigas
----------------------------------------------
Timothy J. Rigas, Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael J. Rigas, Timothy J. Rigas and James P.
Rigas, 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 Commission, 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 June 18, 1999
- -------------------------------
JOHN J. RIGAS
/s/ Michael J. Rigas Executive Vice President and Director June 18, 1999
- -------------------------------
MICHAEL J. RIGAS
/s/ Timothy J. Rigas Executive Vice President, Chief Financial June 18, 1999
- -------------------------------
TIMOTHY J. RIGAS Officer, Chief Accounting Officer, Treasurer
and Director Executive Vice President
/s/ James P. Rigas and Director June 18, 1999
- -------------------------------
JAMES P. RIGAS
/s/ Daniel R. Milliard Senior Vice President, Secretary and Director June 18, 1999
- -------------------------------
DANIEL R. MILLIARD
Director June ___, 1999
_______________________________
PERRY S. PATTERSON
Director June ___, 1999
_______________________________
PETE J. METROS
Director June ___, 1999
_______________________________
DENNIS P. COYLE
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Reference
- ----------- ---------
<S> <C> <C>
4.01 Certificate of Incorporation of Adelphia Incorporated herein by reference is
Communications Corporation Exhibit 3.01 to Registrant's
Current Report on Form 8-K dated
July 24, 1997 (File No. 000-16104).
4.02 Certificate of Designations for 5 1/2% Incorporated herein by reference is
Series D Convertible Preferred Stock Exhibit 3.01 to Registrant's
Current Report on Form 8-K for the
event dated April 28, 1999 (File
No. 000-16104).
23.01 Consent of Deloitte & Touche LLP with Filed herewith.
respect to financial statements of
Adelphia and Olympus
23.02 Consent of KPMG LLP with respect to financial Filed herewith.
statements of FrontierVision
23.03 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Century
23.04 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Harron
24.01 Power of Attorney (included on the signature Filed herewith.
page to the 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 May 17, 1999
and our report dated March 19, 1999 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 Transition Report on Form 10-K of Adelphia
Communications Corporation for the nine months ended December 31, 1998 and to
the reference to us under the heading "Experts" in the prospectus, which is
part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
June 18, 1999
<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-3, of Adelphia Communications Corporation, of our report, dated March 19,
1999, relating to the consolidated balance sheets of FrontierVision Partners,
L.P. and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of operations, partners' deficit and cash flows for each
of the years in the three year period ended December 31, 1998, which report
appears in the April 19, 1999 Current Report on Form 8-K of Adelphia
Communications Corporation which is incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/ KPMG LLP
Denver, Colorado
June 18, 1999
<PAGE>
Exhibit 23.03
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 August 4,
1998, with respect to the consolidated balance sheets of Century Communications
Corp. and subsidiaries as of May 31, 1998 and 1997, and the related consolidated
statements of operations and cash flows for each of the three years in the
period ended May 31, 1998, included in the Current Report on Form 8-K, filed
April 19, 1999 by Adelphia Communications Corporation, incorporated by reference
in this Registration Statement and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
June 18, 1999
<PAGE>
Exhibit 23.04
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 March 19,
1999 (April 12, 1999 as to Note 16), with respect to the consolidated balance
sheets of Harron Communications Corp. and subsidiaries as of December 31, 1998
and 1997, and the related consolidated statements of income, stockholders'
equity and comprehensive income and cash flows for each of the three years in
the period ended December 31, 1998, which report appears in Adelphia
Communications Corporation's Current Report on Form 8-K dated April 19, 1999. We
also consent to the reference to our firm under the heading "Experts" in the
prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 18, 1999
