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) September 29, 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)
One North Main 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.
On September 29, 1999, Adelphia announced that it expected to enter
into an agreement with members of the family of John Rigas, the Chairman and
Chief Executive Officer of Adelphia, pursuant to which the Rigas family would
agree to buy up to 2.5 million shares of Class B Common Stock of Adelphia. The
Rigas family purchase would be at a per share price equal to the public offering
price less the underwriting discount in Adelphia's pending public offering of
Class A Common Stock, plus interest accruing from the date of the closing of the
public offering to the date of the closing on the Rigas family purchase. The
Class A Common Stock offering was the subject of a press release dated September
16, 1999 and a Form 8-K previously filed by Adelphia. Under the proposed
agreement, the closing on the purchase of Class B Common Stock by the Rigas
family would occur within 270 days following the closing of the company's Class
A Common Stock offering. It is anticipated that the Rigas family purchase
agreement will be executed concurrent with the underwriting agreement for the
Class A Common Stock offering, following receipt by Adelphia's board of
directors of a fairness opinion regarding the Rigas family purchase.
The announcement was contained in a press release, a copy of which is
attached to this Form 8-K and filed herewith under Item 7 as Exhibit 99.01.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press Release dated September 29, 1999 (Filed Herewith).
<PAGE>
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: September 29, 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 September 29, 1999 (Filed Herewith).
Exhibit 99.01
ADELPHIA ANNOUNCES EXPECTED RIGAS FAMILY
AGREEMENT FOR PURCHASE OF COMMON STOCK
Coudersport, PA, September 29, 1999 -- Adelphia Communications Corporation
(NASDAQ-NNM: ADLAC) announced today that it expects to enter into an agreement
with the family of John Rigas, its Chairman and Chief Executive Officer,
pursuant to which the Rigas family would agree to purchase up to 2.5 million
shares of Class B Common Stock of Adelphia.
The Rigas family purchase would be at a per share price equal to the public
offering price less the underwriting discount in Adelphia's pending public
offering of Class A Common Stock, plus interest accruing from the date of the
closing of the public offering to the date of the closing on the Rigas family
purchase. The Class A Common Stock offering was previously the subject of an
Adelphia press release dated September 16, 1999. Under the proposed agreement,
the closing on the purchase of Class B Common Stock by the Rigas family would
occur within 270 days following the closing of the company's Class A Common
Stock offering. It is anticipated that the Rigas family purchase agreement will
be executed concurrent with the underwriting agreement for the Class A Common
Stock offering, following receipt by Adelphia's board of directors of a fairness
opinion regarding the Rigas family purchase.
The Class A Common Stock offering will be made only by means of a prospectus.
Adelphia Communications Corporation is one of the largest cable television
operators in the United States.
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 Adelphia's securities in any
State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
Contact: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
of Adelphia, (814) 274-9830.
