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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-69819
Prospectus Supplement
(To Prospectus Dated February 23, 1999)
1,484,588 shares
ADELPHIA COMMUNICATIONS CORPORATION
Class A common stock
The stockholders of Adelphia Communications Corporation as described under the
caption "Selling Stockholders" on page 28 of this prospectus supplement are
offering and selling up to 1,484,588 shares of Adelphia's Class A common stock
under this prospectus supplement.
The Class A common stock is listed on the Nasdaq National Market. The Class A
common stock's ticker symbol is "ADLAC." On December 27, 1999, the closing sale
price on the Nasdaq National Market of a single share of the Class A common
stock was $64.00.
Our common stock also includes Class B common stock. The rights of holders of
the Class A common stock and Class B common stock differ with respect to certain
aspects aspects of dividends, liquidations and voting. The Class A common stock
has preferential rights with
respect to cash dividends and distributions upon the liquidation of Adelphia.
Holders of Class B common stock are entitled to greater voting rights than the
holders of Class A common stock; however, the holders of Class A common stock,
voting as a separate class, are entitled to elect one of Adelphia's directors.
You should carefully review "Risk Factors" beginning on page 7 for a discussion
of things you should consider when investing in our Class A common stock.
Neither the SEC nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 28, 1999.
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TABLE OF CONTENTS
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ADELPHIA............................. 1
RISK FACTORS......................... 7
DILUTION............................. 28
SELLING STOCKHOLDERS................. 28
USE OF PROCEEDS...................... 29
PLAN OF DISTRIBUTION................. 29
WHERE YOU CAN FIND MORE INFORMATION.. 31
EXPERTS.............................. 33
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ADELPHIA
This summary may not contain all the information that may be important to
you. You should read the entire prospectus supplement and those documents
incorporated by reference into this document, including the risk factors,
financial data and related notes, before making an investment decision. When we
use the term Adelphia Parent Company, we are referring only to the parent
holding company entity, Adelphia Communications Corporation, and not to its
subsidiaries.
Adelphia is a leader in the telecommunications industry with cable
television and local telephone operations. We are the sixth largest cable
television operator in the United States, after giving effect to the recent and
pending cable system acquisitions and the pending swaps described in "Recent
Developments." Through our subsidiary Adelphia Business Solutions, Inc., we own
and operate a leading national provider of facilities-based integrated
communications services. John J. Rigas, the Chairman, President, Chief Executive
Officer and founder of Adelphia, has owned and operated cable television systems
since 1952.
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. We owned cable television systems with broadband networks that
passed in front of approximately 8.3 million homes and served approximately 5.3
million basic subscribers as of September 30, 1999, after giving effect to the
recent and pending cable system acquisitions and the pending swaps described in
"Recent Developments." After giving effect to these recent and pending
acquisitions and the pending swaps, our cable systems are organized into ten
regional clusters: Los Angeles, Florida, New England, Midwest, Great Lakes,
Virginia, Western Pennsylvania, Puerto Rico, Colorado Springs and Eastern
Pennsylvania. Approximately 40% of our basic subscribers are located in our Los
Angeles and Florida clusters and approximately 75% of our basic subscribers are
located in our five largest clusters.
Adelphia Business Solutions provides its customers with alternatives to the
incumbent local telephone company for local and long distance voice services,
high-speed data and Internet services. Adelphia Business Solutions' 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 September 30, 1999, Adelphia Business Solutions was
serving 48 metropolitan statistical areas and had sold 272,635 access lines of
which 250,805 were installed, approximately 57% of which Adelphia Business
Solutions provisioned on its own switches. Adelphia Business Solutions' Class A
common stock is quoted on the Nasdaq National Market under the symbol "ABIZ."
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Recent Developments
Cleveland Acquisition
On December 8, 1999, we announced the signing of definitive agreements
under which we will purchase cable systems serving approximately 306,000 cable
subscribers in the greater Cleveland, Ohio metropolitan area from Cablevision
Systems Corporation. The purchase price of approximately $1.53 billion is
comprised of approximately $990.0 million in cash and approximately $540.0
million in Adelphia Class A common stock. This acquisition is subject to
customary closing conditions, including the receipt of necessary governmental
approvals and other consents.
November 1999 Adelphia Business Solutions Common Stock Offering
On November 30, 1999, Adelphia Business Solutions completed a public
offering of 8.75 million shares of its Class A common stock at a public offering
price of $30.00 per share. In connection with this offering, Adelphia Business
Solutions also granted the underwriters an over-allotment option to purchase an
additional 1.3 million shares at the public offering price less the underwriting
discount. As of the date of this prospectus supplement, that option has not been
exercised. Net proceeds to Adelphia Business Solutions from this offering, after
deducting offering expenses, were approximately $253 million. Adelphia Business
Solutions intends to use the proceeds from these offerings for the funding of
its national expansion, working capital requirements, operating losses and
investments in its networks and for other general corporate purposes.
November 1999 Adelphia Business Solutions Direct Placement
On November 30, 1999, we purchased directly from Adelphia Business
Solutions approximately 5.18 million shares of Adelphia Business Solutions'
Class B common stock. In this prospectus supplement we refer to this stock
purchase as the November ABS Direct Placement. The November ABS Direct Placement
was at a per share price equal to $28.95, which was the public offering price
less the underwriting discount in the November 30, 1999 public offering of
Adelphia Business Solutions' Class A common stock described above. This sale of
Adelphia Business Solutions' Class B common stock resulted in proceeds to
Adelphia Business Solutions of approximately $150 million. Adelphia Business
Solutions intends to use the proceeds from the November ABS Direct Placement for
the same purposes as it intends to use the proceeds from the November 30, 1999
public offering described above.
November 1999 Senior Notes Offering
On November 16, 1999, Adelphia consummated an offering of $500.0 million of
9 3/8% Senior Notes due 2009. Net proceeds to Adelphia from this offering were
approximately $495.5 million. A portion of these net proceeds were used to
redeem $125 million aggregate principal amount of our 11 7/8% Senior Debentures
due 2004 at 104.5% of principal plus accrued interest, and the remainder were
contributed to Adelphia's subsidiaries and used to repay borrowings under
revolving credit facilities of those subsidiaries, all of which, subject to
compliance with the terms of and maturity of the revolving credit facilities,
may be reborrowed and used for general
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corporate purposes such as acquisitions, capital expenditures, investments
(including investments in our subsidiaries) or other corporate purposes.
Hyperion Name Change
On July 1, 1999, Adelphia and Hyperion announced their decision to further
combine the efforts of both companies and that Hyperion was changing the name
under which it will be doing business to Adelphia Business Solutions. On
October 25, 1999, after its stockholders approved the changing of its legal
name, Hyperion filed an amendment to its certificate of incorporation
formalizing the change from Hyperion Telecommunications, Inc. to Adelphia
Business Solutions, Inc.
Adelphia Business Solutions Shelf Registration
On October 13, 1999, Adelphia Business Solutions filed a shelf registration
statement with the SEC registering $1.5 billion of securities. The shelf became
effective on October 22, 1999.
October 1999 Common Stock Offering
On October 6, 1999, Adelphia completed a public offering of 6.0 million
shares of its Class A common stock at $57 per share. Net proceeds to Adelphia
from this offering, after deducting offering expenses, were approximately $330.0
million. Adelphia initially invested the net proceeds in cash equivalents and
advanced or contributed a portion of the remaining net proceeds to certain
subsidiaries to repay borrowings under subsidiary credit agreements.
October Rigas Direct Placement
On October 1, 1999, we entered into a stock purchase agreement with
Highland Holdings, a general partnership controlled by members of the family of
John Rigas, under which Adelphia agreed to sell to Highland Holdings and
Highland Holdings agreed to purchase 2.5 million shares of Adelphia Class B
common stock. In this prospectus supplement, we will refer to this stock
purchase as the October Rigas Direct Placement. The October Rigas Direct
Placement will be at a per share price equal to $55.00, which is the public
offering price less the underwriting discount in the October 6, 1999 public
offering of Class A common stock described above, plus an interest factor.
Closing on the October Rigas Direct Placement is to occur on or prior to July 2,
2000 as determined by Highland Holdings at its discretion. The agreement for the
October Rigas Direct Placement is subject to customary closing conditions.
Century Acquisition
On October 1, 1999, Adelphia acquired Century Communications Corp., through
a merger whereby Century was merged with and into a wholly owned subsidiary of
Adelphia, Arahova Communications, Inc., pursuant to an agreement and plan of
merger, dated as of March 5, 1999, and as amended on July 12, 1999 and as
further amended on July 29, 1999. For ease of reference in this prospectus
supplement, we will refer to the acquisition of Century as the Century
acquisition, and the surviving corporation will be referred to as Arahova.
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In connection with the closing of the Century acquisition, Adelphia issued
approximately 47.8 million new shares of Adelphia Class A common stock and paid
approximately $811.9 million to the stockholders of Century, and assumed
approximately $1.7 billion of debt. This transaction was approved by Century and
Adelphia stockholders at their respective stockholders' meetings on October 1,
1999. As of August 31, 1999, Century had approximately 1,610,000 basic
subscribers after giving effect to Century's pending joint venture with AT&T.
At the effective time of the merger, Adelphia also purchased Citizens Cable
Company's 50% interest in the Citizens/Century Cable Television Joint Venture,
one of Century's 50% owned joint ventures, for a purchase price of approximately
$157.5 million, comprised of approximately $27.7 million in cash, approximately
1.85 million shares of Adelphia Class A common stock and the assumption of
indebtedness. This joint venture serves approximately 92,300 basic subscribers
in California and was jointly owned by Century and Citizens Cable Company, a
subsidiary of Citizens Utilities Company.
FrontierVision Acquisition
On October 1, 1999, Adelphia completed the acquisition of FrontierVision
Partners, L.P. through ACC Operations, Inc. and Adelphia GP Holdings, LLC,
wholly owned subsidiaries of Adelphia that acquired all of the partnership
interests of FrontierVision from its partners in exchange for approximately
$543.3 million in cash, 7.0 million shares of Adelphia Class A common stock and
assumed debt of approximately $1.1 billion. As of September 30, 1999,
FrontierVision owned and operated cable television systems serving approximately
710,000 basic subscribers.
Harron and Other Acquisitions
On October 1, 1999, Adelphia completed the acquisition of Harron
Communications Corp. by acquiring all of the outstanding common stock of Harron
from the stockholders of Harron for approximately $852.7 million in cash and
approximately $303.0 million in assumed debt. As of September 30, 1999, Harron
owned and operated cable television systems servicing approximately 298,000
basic subscribers.
In addition to the Cleveland, Century, FrontierVision and Harron
acquisitions, the May 1999 cable system swap agreements described below, and the
acquisition of Telesat's interests in Olympus described below, Adelphia also has
consummated acquisitions covering an aggregate of approximately 102,000
additional basic subscribers for an aggregate price of approximately $484.5
million, on or prior to October 29, 1999.
Telesat Stock Repurchase and Acquisition of Olympus Interests
On January 29, 1999, Adelphia purchased from subsidiaries of Telesat
Cablevision, Inc., a subsidiary of FPL Group, Inc., shares of Adelphia's stock
owned by those Telesat subsidiaries. Adelphia purchased 1,091,524 shares of
Adelphia Class A common stock and 20,000 shares of its Series C cumulative
convertible preferred stock which were convertible into an additional 2,358,490
shares of Adelphia Class A common stock. These shares represented 3,450,014
shares of Adelphia Class A common stock on a fully converted basis. At that time
Adelphia also agreed
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to acquire Telesat's equity interests in Olympus Communications, L.P., a non-
consolidated joint venture between Adelphia and Telesat. This acquisition closed
on October 1, 1999. Olympus owns and operates cable television systems which as
of September 30, 1999 served approximately 646,800 basic subscribers. The
aggregate purchase price for this transaction was approximately $108.0 million.
May 1999 Cable System Swap Agreements
On May 26, 1999, Adelphia announced that it had 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 basic 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 acquired by Adelphia serving approximately 464,000 basic
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.
April 1999 Series D Convertible Preferred Stock Offering
On April 30, 1999, and in a related transaction on May 14, 1999, Adelphia
consummated an offering of 2.5 million shares, plus an additional 375,000 shares
pursuant to an underwriters' overallotment option, of 5 1/2% Series D
Convertible Preferred Stock, liquidation preference $200 per share. Net
proceeds to Adelphia from this offering, after deducting offering expenses, were
approximately $557.0 million. Adelphia invested a portion of the net proceeds
in cash equivalents and advanced or contributed the remaining net proceeds to
certain subsidiaries to repay borrowings under subsidiary credit agreements, a
portion of which was reborrowed to fund the acquisitions which closed on October
1, 1999.
April 1999 Common Stock Offering
On April 28, 1999, Adelphia consummated an offering of 8.0 million shares
of Class A common stock. Net proceeds to Adelphia from this offering, after
deducting offering expenses, were approximately $485.5 million. Adelphia
advanced or contributed the net proceeds to certain subsidiaries to repay
borrowings under subsidiary credit agreements, a portion of which was reborrowed
to fund the acquisitions which closed on October 1, 1999.
April 1999 Senior Notes Offering
On April 28, 1999, Adelphia consummated an offering of $350 million of 7
7/8 % Senior Notes due 2009. Net proceeds from this offering, after deducting
offering expenses, were approximately $345.0 million. The net proceeds were used
to repay borrowings under subsidiary credit agreements, a portion of which was
reborrowed to fund the acquisitions which closed on October 1, 1999.
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April Rigas Direct Placement
On April 9, 1999, Adelphia entered into a stock purchase agreement with
Highland Holdings, a general partnership controlled by members of the family of
John J. Rigas, pursuant to which Adelphia agreed to sell to Highland Holdings
and Highland Holdings agreed to purchase $375.0 million of Adelphia Class B
common stock. We will refer to this purchase as the April Rigas Direct
Placement. The purchase price for the Class B common stock will be $60.76 per
share, which is equal to the public offering price in Adelphia's April 28, 1999
public offering of Class A common stock described above less the underwriting
discount, plus an interest factor. Closing under this stock purchase agreement
is to occur on or prior to January 23, 2000 as determined by Highland Holdings
at its discretion.
March 1999 Adelphia Business Solutions Notes Offering
On March 2, 1999, Adelphia Business Solutions issued $300.0 million of 12%
Senior Subordinated Notes due 2007. An entity controlled by members of the Rigas
family purchased $100.0 million of the $300.0 million of Senior Subordinated
Notes directly from Adelphia Business Solutions at a price equal to the
aggregate principal amount less the discount to the initial purchasers. The net
proceeds of approximately $292.0 million have been or will be used to fund
Adelphia Business Solutions' acquisition of interests held by local partners in
certain of its networks, for capital expenditures and investments in its
networks, for working capital purposes and for general corporate purposes.
For other recent developments regarding Adelphia, we refer you to our most
recent and future filings under the Exchange Act.
Our executive offices are located at One North Main Street, Coudersport,
Pennsylvania 16915, and our telephone number is (814) 274-9830.
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RISK FACTORS
Before you invest in Adelphia's Class A common stock, you should be aware that
there are various risks, including those described below. You should consider
carefully these risk factors together with all of the other information included
in or incorporated by reference in this prospectus supplement before you decide
to purchase shares of Adelphia's Class A common stock.
High Level Of Indebtedness
As of September 30, 1999, we owed approximately $4.0 billion and as of that
date we would have owed approximately $10.5 billion had we completed the
FrontierVision, Harron, Olympus, Century and Cleveland acquisitions prior to
that date. Our high level of indebtedness can have important adverse
consequences to us and to you.
Adelphia has a substantial amount of debt. We borrowed this money to purchase
and to expand our cable systems and other operations and, to a lesser extent,
for investments and loans to our affiliates. At September 30, 1999, our
indebtedness totaled approximately $4.0 billion. This included approximately:
. $2.4 billion of Adelphia Parent Company public debt;
. $766.8 million of debt owed by our subsidiaries to banks, other financial
institutions and other persons; and
. $795.1 million of public debt owed by Adelphia Business Solutions,
Adelphia's subsidiary, which is a super-regional provider of integrated
communications services.
Arahova and its subsidiaries have substantial indebtedness. At August 31, 1999,
Arahova and its subsidiaries had long-term debt of approximately $2.6 billion
(exclusive of current maturities of $290.0 million), including approximately
$1.9 billion principal amount of public indebtedness under indentures, $963.0
million of indebtedness under four credit agreements entered into by
subsidiaries of Arahova and various banks and $80.0 million of indebtedness
under a note agreement entered into by a subsidiary of Arahova. Arahova is the
surviving corporation in the Century acquisition, which closed on October 1,
1999.
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FrontierVision and its subsidiaries have substantial indebtedness. At the
time of the closing of the FrontierVision acquisition, FrontierVision and its
subsidiaries had nonaffiliate long-term debt of approximately $1.1 billion,
including approximately $667.5 million owed to banks under a credit agreement
and approximately $468.9 million owed under indentures for public notes.
FrontierVision was acquired on October 1, 1999.
At the time of the closing of the Harron acquisition on October 1, 1999, we
assumed approximately $303.0 million of debt.
Olympus also had approximately $382.2 million of debt as of September 30, 1999.
Olympus was consolidated with Adelphia upon Adelphia's acquisition of Telesat's
interests in Olympus on October 1, 1999.
The Century, FrontierVision, Olympus and Harron acquisitions are reflected in
Adelphia's unaudited condensed consolidated pro forma financial statements
incorporated by reference in this prospectus supplement.
We may need to refinance significant Arahova indebtedness that we have
assumed.
Under the indentures for Arahova's public notes which were assumed as part of
the Century acquisition, Arahova is required 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 Arahova notes were under
review with a view to a downgrade to a level which would not require Arahova to
make an offer to repurchase public notes. In the event that Arahova would be
required to make an offer to repurchase the public notes at 101% of the amount
of the notes and a significant amount of notes were tendered to Arahova for
repurchase, this could materially decrease Adelphia's liquidity.
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Debt service consumes a substantial portion of the cash we generate. This
could affect our ability to invest in our business in the future as well as to
react to changes in our industry or economic downturns.
Our high level of indebtedness can have important adverse consequences to us and
to you. It requires that we spend a substantial portion of the cash we get from
our business to 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 September 30, 1999, the Adelphia Parent
Company had approximately $148.3 million and Adelphia Business Solutions had
approximately $252.3 million of redeemable exchangeable preferred stock which
contain payment obligations that are similar to Adelphia's debt obligations.
Approximately 32% of our debt outstanding at September 30, 1999 must be
repaid by January 1, 2004 and all of it must be paid by 2009.
Our debt comes due at various times up to the year 2009, including an aggregate
of approximately $1.3 billion as of September 30, 1999, which we must pay by
January 1, 2004.
As discussed above, Arahova, FrontierVision, Harron and Olympus also have a
substantial amount of debt. Under its current terms, this debt comes due at
various times up to the year 2017, including an aggregate of approximately $1.4
billion as of September 30, 1999 (May 31, 1999 as to Arahova), which must be
paid over the next five years.
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Our Business Requires Substantial Additional Financing And If We Do Not Obtain
That Financing We May Not Be Able To Upgrade Our Plant, Offer Services, Make
Payments When Due Or Refinance Existing Debt
Our business requires substantial additional financing on a continuing basis for
capital expenditures and other purposes including:
. 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 Negative Stockholders' Equity And Large Losses And We Expect This To
Continue
The Total Convertible Preferred Stock, Common Stock and Other Stockholders'
Equity at September 30, 1999 was approximately $212.2 million. Our continuing
net losses, which are mainly due to our high levels of depreciation and
amortization and interest expense, may create deficiencies in or reduce our
Total Convertible Preferred Stock, Common Stock and Other Stockholders' Equity.
Our recent net losses applicable to our common stockholders were approximately
as follows for the periods specified:
. 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
. nine months ended September 30, 1999--$154.4 million.
We expect to continue to incur large net losses for the next several years.
Our earnings have been insufficient to pay for our fixed charges and
preferred stock dividends.
Our earnings could not pay for our combined fixed charges and preferred stock
dividends during these periods by the amounts set forth in the table below,
although 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 Adelphia
Business Solutions' preferred stock dividends:
Earnings Non-Cash
Deficiency Charges
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(in thousands)
. fiscal year ended March 31, 1997 $ 6l,848 $165,426
. fiscal year ended March 31, 1998 $113,941 $195,153
. nine months ended December 31, 1998 $116,899 $186,022
. nine months ended September 30, 1999 $139,259 $234,675
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If we cannot refinance our debt including debt incurred in connection with
the acquisitions of FrontierVision, Century, Harron and Telesat's interest in
Olympus or obtain new loans, we would likely have to consider various financing
options. We cannot guarantee that any options available to us would enable us to
repay our debt in full.
Historically, the cash we generate from our operating activities and borrowings
has been sufficient to meet our requirements for debt service, working capital,
capital expenditures and investments of in and advances to our affiliates, and
we have depended on additional borrowings to meet our liquidity 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 subject to strong competition from several
sources which could adversely affect revenue or revenue growth.
Our cable television systems compete with other means of distributing video to
home televisions such as 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 our systems are operated under non-exclusive franchises,
other applicants may obtain franchises in our franchise areas. For example, some
regional Bell telephone 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 telephone 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.
Our cable modem and dial up Internet access business is currently subject to
strong competition and there exists the potential for future 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
(xDSL) 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. In addition, there are now
a number of legislative, judicial and regulatory efforts seeking to mandate
cable television operators to provide open access to their facilities to
competitors that want to offer Internet access over cable services. 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
our Internet access business.
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Adelphia Business Solutions' operations are also subject to risk because
Adelphia Business Solutions competes principally with established local
telephone carriers that have long-standing utility relationships with their
customers and pricing flexibility for local telephone services.
In each of the markets served by Adelphia Business Solutions' networks, the
competitive local exchange carrier services offered by Adelphia Business
Solutions compete principally with the services offered by the incumbent local
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 Adelphia Business Solutions' markets. Other combinations are
occurring in the industry. Mergers are pending between SBC and Ameritech, Bell
Atlantic and GTE and Qwest and US West, which may have a material adverse effect
on Adelphia Business Solutions' ability to compete and terminate and originate
calls over Adelphia Business Solutions' networks.
We believe that local telephone companies will gain increased pricing
flexibility from regulators as competition increases. Adelphia Business
Solutions' operating results and cash flow could be materially and adversely
affected by actions by regulators, including permitting the incumbent local
telephone companies in Adelphia Business Solutions' 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 or otherwise impose on Adelphia Business Solutions
excessive obstacles for interconnection to the incumbent local telephone
company's networks.
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If the regional Bell telephone operating companies could get regulatory
approval to offer long distance service in competition with Adelphia Business
Solutions' significant customers, some of Adelphia Business Solutions' major
customers could lose market share.
The regional Bell telephone operating companies can now obtain regulatory
approval to offer long distance services if they comply with the local market
opening requirements of the federal Telecommunications Act of 1996. To date, the
FCC has denied the requests for approval filed by regional Bell operating
companies in Adelphia Business Solutions' operating areas. However, Bell
Atlantic's recent petition to provide long distance services originating in New
York may soon be approved. An approval of such a request could result in
decreased market share for the major long distance carriers which are among
Adelphia Business Solutions' significant customers. This could have a material
adverse effect on Adelphia Business Solutions.
In addition, once they obtain long distance authority, the regional Bell
telephone operating companies could be less cooperative in providing access to
their networks.
The regional Bell telephone companies continue to seek other regulatory
approvals that could significantly enhance their competitive position against
Adelphia Business Solutions.
Some of the regional Bell operating companies have also recently filed petitions
with the FCC requesting waivers of other obligations under the federal
Telecommunications Act of 1996. These involve services Adelphia Business
Solutions also provides such as high-speed data, long distance, and services to
ISPs. If the FCC grants the regional Bell operating companies' petitions, this
could have a material adverse effect on Adelphia Business Solutions.
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Potential competitors to Adelphia Business Solutions' telecommunications
services include the regional Bell telephone companies, AT&T, MCIWorldCom and
Sprint, electric utilities and other companies that have advantages over
Adelphia Business Solutions.
Potential competitors for Adelphia Business Solutions include other competitive
local exchange carriers, incumbent local telephone companies which are not
subject to regional Bell operating companies' restrictions on offering long
distance service, AT&T, MCIWorldCom, Sprint and other long distance carriers,
cable television companies, electric utilities, microwave, wireless
telecommunications providers, and private networks built by large end users.
Both AT&T and MCIWorldCom offer local telephone services in some areas and are
expanding their networks. AT&T and Tele-Communications, Inc. also recently
merged, and MCIWorldCom and Sprint announced that they will merge. Although we
have good relationships with the long distance carriers, they could build their
own facilities, purchase other carriers or their facilities, or resell the
services of other carriers rather than use Adelphia Business Solutions' services
when entering the market for local exchange services.
Many of Adelphia Business Solutions' current and potential competitors,
particularly incumbent local telephone companies, have financial, personnel and
other resources substantially greater than those of Adelphia Business Solutions,
as well as other competitive advantages over Adelphia Business Solutions.
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We Are Subject To Extensive Regulation
Our cable television and telecommunications businesses are heavily
regulated as to rates we can charge and other matters. This regulation could
limit our ability to increase rates, cause us to decrease then current rates or
require us to refund previously collected fees.
The cable television industry and the provision of local telephone exchange
services are subject to extensive regulation at the federal, state and local
levels, and many aspects of such regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. In particular,
FCC regulations limit our ability to set and increase rates for our basic
service package and for the provision of cable television-related equipment. The
law permits certified local franchising authorities to order refunds of rates
paid in the previous 12-month period determined to be in excess of the permitted
reasonable rates. It is possible that rate 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.
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We must comply with rules of the local franchising authorities to retain and
renew our cable franchises, among other matters. There can be no not impose new
and more restrictive requirements as a condition to franchise renewal.
Similarly, Adelphia Business Solutions 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
Adelphia Business Solutions' state and local regulators will not impose new and
more restrictive requirements as a condition to renew any required
certifications and franchises.
Proposals are continuing to be made before Congress and the FCC to mandate cable
operators to provide "open access" over their cable systems to other ISPs. To
date, the FCC has declined to impose such requirements. This same open access
issue is being considered by some local franchising authorities as well. Several
local franchising authorities have mandated open access. This issue is being
actively litigated. Recently, a federal district court in Portland, Oregon,
upheld the authority of the local franchising authority to impose an open access
requirement in connection with a cable television franchise transfer and that
decision has been appealed to the U.S. Court of Appeals for the Ninth Circuit.
If the FCC or other authorities mandate additional access to Adelphia's cable
systems, we cannot predict the effect that this would have on our Internet
access over cable business.
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The federal Telecommunications Act of 1996 may have a significant impact on
our cable television and telephone businesses.
The federal Telecommunications Act of 1996 substantially changed federal, state
and local laws and regulations governing our cable television and
telecommunications businesses. This law could materially 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 Adelphia Business Solutions' 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
Adelphia Business Solutions.
Unequal Voting Rights Of Stockholders
Adelphia has two classes of common stock--Class A which carries one vote per
share and Class B which carries ten votes per share. Under Adelphia's
Certificate of Incorporation, the Class A shares elect only one of our eight
directors.
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Control Of Voting Power By The Rigas Family
The Rigas family can control stockholder very important matter.
While the public owns a majority of the outstanding shares of Adelphia's Class A
common stock, the decisions on Rigas family owned about 13% of those shares as
of November 12, 1999, as well as substantially all of the outstanding shares of
Class B common stock. The Rigas family has also agreed to acquire approximately
6,200,000 and 2,500,000 shares of Class B common stock in the April Rigas Direct
Placement and the October Rigas Direct Placement, respectively, which upon
consummation would have resulted in the Rigas family beneficially owning shares
representing approximately 26% of the total number of outstanding shares of both
classes of Adelphia's common stock and approximately 68% of the total voting
power of Adelphia's shares as of November 12, 1999. The Rigas family also owns
shares of Adelphia's stock 8 1/8% Series C cumulative convertible preferred
stock which, if converted, would increase its voting power and beneficial
ownership. As a result of the Rigas family's stock ownership and an agreement
among the Class B stockholders, members of the Rigas family have the power to
elect nine of ten Adelphia 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.
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There Are Potential Conflicts Of Interest Between Adelphia And The Rigas Family
John J. Rigas and the other executive officers of Adelphia, including 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 restrictions on transactions between us and our affiliates.
Holding Company Structure And Potential Impact Of Restrictive Covenants In
Subsidiary Debt Agreements
The Adelphia Parent Company directly owns no significant assets other than
stock, partnership interests and equity and other interests in our 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 on its subsidiaries and other companies
in which it has investments to fund its cash needs.
The public indentures and the credit agreements for bank and other financial
institution loans of our subsidiaries and other companies in which we have
invested, restrict their ability and the ability of the 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. 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.
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It Is Unlikely You Will Receive A Return On Your Shares Through The Payment Of
Cash Dividends
Adelphia has never declared or paid cash dividends on any of its common stock
and has no intention of doing so in the foreseeable future. As a result, it is
unlikely that you will receive a return on your shares through the payment of
cash dividends.
Future Sales Of Outstanding Common Stock Could Adversely Affect The Market Price
Of Our Common Stock
Sales of a substantial number of shares of Class A common stock or Class B
common stock, including sales by any pledgees of such shares, could adversely
affect the market price of our Class A common stock and could impair our ability
in the future to raise capital through stock offerings. Under various
registration rights agreements or arrangements, as of May 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 the Class A common
stock--15,029,119 shares, Class B common stock--10,736,544 shares and the
equivalent number of shares of Class A common stock into which they may be
converted, and convertible preferred stock--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:
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. for the Rigas family--up to 15,000,000 shares of Class A common stock, 80,000
shares of convertible preferred stock and the Class A common stock issuable
upon conversion of the 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--2,574,379 shares of Class A common stock, including the
shares being offered under this prospectus supplement;
. for the owners of FrontierVision Partners, L.P.--7,000,000 shares of Class A
common stock in connection with the FrontierVision acquisition;
. in connection with the Century Communications Corp. acquisition,
approximately 48,700,000 shares of Class A common stock; and
. in connection with the pending acquisition of the Greater Cleveland system
from Cablevision Systems Corporation, $540 million in Class A common stock to
be issued at closing.
Approximately 14,904,000 shares of Class A common stock and up to 80,000 shares
of convertible preferred stock, including the underlying Class A common stock,
have been pledged in connection with margin loans made to members of the Rigas
family. These pledgees could freely sell any shares acquired upon a foreclosure.
Purchasers Of Our Common Stock Will Incur Immediate Dilution
Persons purchasing common stock will incur immediate and substantial net
tangible book value dilution.
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Our Acquisitions And Expansion Could Involve Operational And Other Risks
Because we are experiencing a period of rapid expansion through 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 acquisitions 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 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.
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Year 2000 Issues Present Risks To Our Business Operations In Several Ways
The year 2000 issue refers to the potential inability of computerized systems
and technologies to properly recognize 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 or compatible with our systems. Our failure
or a third-party's failure to become year 2000 ready, or its 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.
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<PAGE>
Forward-Looking Statements In This Prospectus Supplement Are Subject To Risks
and Uncertainties
The statements contained or incorporated by reference in this prospectus
supplement that are not historical facts are "forward-looking 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
supplement, including "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Adelphia's Transition Report on Form 10-
K and in Adelphia's Form 10-Qs, 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 supplement 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.
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DILUTION
The net tangible book value of Adelphia's common stock as of September 30,
1999 was a deficit of approximately $941,484,000 or ($15.39) a share. Net
tangible book value per share represents the amount of Adelphia's convertible
preferred stock, common stock and other stockholders' equity, 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.
SELLING STOCKHOLDERS
The selling stockholders listed below acquired 13,355 shares of Class A
common stock from us in connection with post-closing adjustments made as part of
the Verto transaction. As part of the Verto transaction, the selling
stockholders received an additional 2,561,024 shares of Adelphia Class A common
stock in exchange for their equity interests in Verto. As of the date of this
prospectus supplement, the Selling Stockholders held 1,484,588 shares of
Adelphia Class A common stock which includes 13,355 shares of Class A common
stock received as part of the post-closing adjustments and 1,471,233 shares of
Class A common stock which represents the number of shares that the selling
stockholders still hold out of the 2,561,024 they received at the closing of the
Verto transaction. Adelphia, Verto and each of the selling stockholders is a
party to the Verto merger agreement and the related registration rights
agreement. Under the registration rights agreement, Adelphia has agreed to
register all shares of Class A common stock issued in the Verto merger to the
Verto shareholders. Registration of these shares does not necessarily mean that
the selling stockholders will sell all or any of the shares.
No selling stockholder 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
supplement may also be used for resales by these pledgees, donees or transferees
of the selling stockholders listed below and we will identify any of those
pledgees, donees or transferees in a supplement to the original prospectus.
The shares listed below represent, as of December 21, 1999, all of the
shares that each of the selling stockholders beneficially owns, the number of
shares each of them may offer and the number of shares each of them will own
after the offering assuming they sell all of the 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
supplement are sold, and that the selling stockholders acquire no additional
shares of common stock before the completion of this offering.
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<TABLE>
<CAPTION>
Percent of
Class A Class A
Class A Percent of Class A Common Common
Common Class A Common Common Shares Shares Held Shares Held
Name Before Offering Before Offering Offered Hereby After Offering After Offering
- ---- --------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Louis Pagnotti, Inc. 1,064,438 *% 1,064,438 -- --
The Ithaka Company 35,740 * 35,740 -- --
Tedesco Corporation 46,489 * 46,489 -- --
Charles E. and Mary 10,532 * 10,532 -- --
M. Parente+
Brian J. Parente+ 82,179 * 82,179 -- --
John Parente+ 66,179 * 66,179 -- --
Charles Parente, 72,179 * 72,179 -- --
Jr., M.D.+
Marla Parente 72,179 * 72,179 -- --
Sgarlat+
Brynfran Associates 34,673 * 34,673 -- --
---------
TOTAL 1,484,588 1.3% 1,484,588 -- --%
========= === ========= == ==
</TABLE>
* Less than one percent
+ Each of the these selling stockholders is a partner in Brynfan Associates.
Each of these selling stockholders received or will receive the shares listed in
the table as a result of a distribution of interest in Brynfan Associates.
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 pledgees,
donees or transferees identified in a
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supplement to the original 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
. in a combination of any of the above transactions.
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 broker-dealers to sell their shares. If this
happens, 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 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, the shares offered under this prospectus supplement. The
shares that broker-dealer or other financial institution receives in those types
of transactions may be resold under this prospectus supplement.
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.
When a particular offering of shares is made, if required, we will distribute
to you a prospectus supplement. This supplement will set forth the names of the
selling stockholders, the
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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 Exchange Act, 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 Exchange Act and the rules and regulations thereunder, which provisions
may limit the timing of purchases and 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, 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, or will be entitled to contribution in connection therewith.
WHERE YOU CAN FIND MORE INFORMATION
Adelphia files annual, quarterly and special reports, as well as proxy
statements and other information with the SEC. You may read and copy any
document Adelphia files 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. Adelphia's 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 Adelphia that
file electronically with the SEC.
This prospectus supplement is part of a registration statement on Form S-3
filed by Adelphia with the SEC under the Securities Act. As permitted by SEC
rules, this prospectus supplement 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.
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The SEC allows Adelphia to "incorporate by reference" into this prospectus
supplement the information it files with the SEC. This means that Adelphia 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 supplement. If Adelphia subsequently files updating or superseding
information in a document that is incorporated by reference into this prospectus
supplement, the subsequent information will also become part of this prospectus
supplement and will supersede the earlier information.
Adelphia is incorporating by reference the following documents that it has
filed with the SEC:
. our Transition Report on Form 10-K for the nine months ended December
31, 1998, which incorporates, in Items 7 and 8 to such Form 10-K,
portions of the Form 10-K for the fiscal year ended December 31, 1998
of Olympus Communications, L.P. and Olympus Capital Corporation, as
amended by Adelphia's Form 10-K/A;
. our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999 (collectively, the "Form
10-Qs");
. our Current Reports on Form 8-K for the events dated January 11,
1999, February 22, 1999, February 23, 1999, March 5, 1999, March 30,
1999, March 31, 1999, April 9, 1999, April 19, 1999, April 21, 1999,
April 23, 1999, April 27, 1999, April 28, 1999, May 26, 1999, June
22, 1999, August 11, 1999, September 9, 1999, September 16, 1999,
September 21, 1999, September 29, 1999, September 30, 1999, October
1, 1999, October 25, 1999, November 23, 1999 and December 8, 1999;
. our definitive proxy statement dated October 4, 1999 with respect
to the Annual Meeting of Stockholders held on October 25, 1999; and
. the description of its Class A common stock contained in
. Adelphia's registration statement filed with the SEC under Section
12 of the Exchange Act and subsequent amendments and reports filed
to update such description and
. Adelphia's registration statement on Form S-3 (File No.
333-78027).
Adelphia is also incorporating by reference into this prospectus supplement
all of its 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.
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:
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Adelphia Communications Corporation
One North Main Street
Coudersport, Pennsylvania 16915
Attention: Investor Relations Telephone: (814) 274-9830
You should rely only on the information provided in this prospectus supplement
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 supplement is accurate as of any date other than the date on the
first page of the prospectus supplement. Adelphia is not making this offer of
securities 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 supplement 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 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 from Adelphia's Current Report on Form 8-K filed September 9, 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, have been incorporated in this prospectus
supplement by reference from Adelphia's Current Report on Form 8-K filed
September 9, 1999, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have 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 Communication 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 by reference in this prospectus
supplement from Adelphia's Current Report on Form 8-K filed June 22, 1999, and
the consolidated financial statements of Century Communications Corp. and
subsidiaries as of May 31, 1999 and 1998 and for each of the three years in the
period ended May 31, 1999, incorporated by reference in this prospectus
supplement from Adelphia's
33
<PAGE>
Current Report on Form 8-K filed September 9, 1999 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports, which are
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.
34
<PAGE>
Adelphia Communications Corporation
1,484,588 Shares of Class A Common Stock
_______________________
PROSPECTUS SUPPLEMENT
_______________________
We have not authorized any dealer, salesperson or other person to give any
information or represent anything contained in this prospectus supplement. You
must not rely on any unauthorized information. This prospectus supplement 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
supplement is current as of December 28, 1999.
