<PAGE>
As filed with the Securities and Exchange Commission on October 4, 1999
Registration No. 333-85101
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
--------------
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 4841 23-2417713
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
</TABLE>
ONE NORTH MAIN STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
COLIN H. HIGGIN, ESQUIRE
DEPUTY GENERAL COUNSEL
ADELPHIA COMMUNICATIONS CORPORATION
ONE NORTH MAIN 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:
<TABLE>
<S> <C>
CARL E. ROTHENBERGER, JR., ESQUIRE STEVEN R. FINLEY, ESQUIRE
BUCHANAN INGERSOLL GIBSON, DUNN & CRUTCHER LLP
PROFESSIONAL CORPORATION 200 PARK AVENUE
21ST FLOOR, 301 GRANT STREET NEW YORK, NEW YORK 10166
PITTSBURGH, PENNSYLVANIA 15219 (212) 351-3920
(412) 562-8826
BERNARD P. GALLAGHER
CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
(203) 972-2000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective time of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. [_]
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(d)
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. [_]
--------------
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.
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- --------------------------------------------------------------------------------
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
(a) The following is a complete list of Exhibits filed as part of this Post
Effective Amendment No. 1 to this Registration Statement, which are
incorporated herein:
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<S> <C> <C>
2.01 Agreement and Plan of Merger, dated as Previously filed.
of March 5, 1999, as amended, by and
among Adelphia Communications
Corporation, Adelphia Acquisition
Subsidiary, Inc. and Century
Communications Corp.
3.01 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. 0-16104)
3.02 Bylaws of Adelphia Communications Incorporated herein by reference is
Corporation Exhibit 3.02 to Registrant's Annual
Report on Form 10-K for the fiscal
year ended March 31, 1994. (File No.
0-16014)
3.03 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. 0-16104)
4.01 Indenture, dated as of February 26, Incorporated herein by reference is
1997, between the Registrant and Bank of Exhibit 4.01 to Registrant's Current
Montreal Trust Company with respect to Report on Form 8-K dated May 1, 1997.
the Registrant's 9 7/8% Senior Notes Due (File No. 0-16014)
2007
4.02 Form of Note with respect to the Contained in Indenture filed as
Registrant's 9 7/8% Senior Notes Due Exhibit 4.01.
2007
4.03 Registration Rights Agreement, dated as Incorporated herein by reference is
of February 26, 1997, between the Exhibit 10.01 to Registrant's Current
Registrant and the Initial Purchaser Report on Form 8-K dated May 1, 1997.
with respect to the Registrant's 9 7/8% (File No. 0-16014)
Senior Notes Due 2007
4.04 First Supplemental Indenture, dated as Incorporated herein by reference is
of May 4, 1994, with respect to Exhibit 4.01 to Registrant's Current
Registrant's 9 1/2% Senior Pay-In-Kind Report on Form 8-K dated May 5, 1994.
Notes Due 2004 (File No. 0-16014)
4.05 Indenture, dated as of February 22, Incorporated herein by reference is
1994, with respect to Registrant's 9 Exhibit 4.05 to Registration Statement
1/2% Senior Pay-In-Kind Notes Due 2004 No. 33-52513 on Form S-4.
4.06 Indenture, dated as of July 28, 1993, Incorporated herein by reference is
with respect to Registrant's 10 1/4% Exhibit 4.01 to Registrant's Quarterly
Senior Notes Due 2000 Report on Form 10-Q for the quarter
ended June 30, 1993. (File No. 0-
16014)
4.07 Amended and Restated Indenture, dated as Incorporated herein by reference is
of May 11, 1993, with respect to Exhibit 4.01 to Registrant's Annual
Registrant's 9 7/8% Senior Debentures Report on Form 10-K for the fiscal
Due 2005 year ended March 31, 1993. (File No.
0-16014)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<S> <C> <C>
4.08 Indenture, dated as of September 2, Incorporated herein by reference is
1992, with respect to the Registrant's Exhibit 4.03 to Registration Statement
11 7/8% Senior Debentures Due 2004 No. 33-52630 on Form S-1.
4.09 Indenture, dated as of May 7, 1992, with Incorporated herein by reference is
respect to the Registrant's 12 1/2% Exhibit 4.03 to Registrant's Annual
Senior Notes Due 2002 Report on Form 10-K for the fiscal
year ended March 31, 1992. (File No.
0-16014)
4.10 Indenture, dated as of April 15, 1996, Incorporated by reference is Exhibit
between Hyperion Telecommunications, 4.1 to Registration Statement No. 333-
Inc. and Bank of Montreal Trust Company 06957 on Form S-4 filed for Hyperion
Telecommunications, Inc.
4.11 Form of 13% Hyperion Telecommunications, Incorporated herein by reference is
Inc. Senior Discount Notes Exhibit 4.3 to Hyperion
Telecommunications, Inc.'s
Registration Statement No. 333-12619
on Form S-1.
4.12 First Supplemental Indenture, dated as Incorporated herein by reference is
of September 11, 1996, between Hyperion Exhibit 4.2 of Hyperion
Telecommunications, Inc. and Bank of Telecommunications, Inc.'s
Montreal Trust Company Registration Statement No. 333-12619
on Form S-1.
4.13 Indenture, dated as of November 12, Incorporated herein by reference is
1996, between Olympus Communications, Exhibit 10.02 to Registrant's Current
L.P., Olympus Capital Corporation and Report on Form 8-K dated December 16,
Bank of Montreal Trust Company 1996. (File No. 0-16014)
4.14 Certificate of Designations for 13% Contained in Exhibit 3.01 to
Series A and Series B Cumulative Registrant's Current Report on Form 8-
Exchangeable Preferred Stock K dated July 24, 1997, which is
incorporated herein by reference.
(File No. 0-16014)
4.15 Certificate of Designations for Series C Contained in Exhibit 3.01 to
Convertible Preferred Stock Registrant's Current Report on Form 8-
K dated July 24, 1997, which is
incorporated herein by reference.
(File No. 0-16014)
4.16 Indenture, dated as of July 7, 1997, Incorporated herein by reference is
with respect to the Registrant's 10 1/2% Exhibit 4.03 from the Registrant's
Senior Notes due 2004, between the Current Report on Form 8-K dated July
Registrant and the Bank of Montreal 24, 1997. (File No. 0-16014)
Trust Company
4.17 Form of 10 1/2% Senior Note due 2004 Contained in Exhibit 4.03 to
Registrant's Current Report on Form 8-
K dated July 24, 1997 which is
incorporated herein by reference.
(File No. 0-16014)
4.18 Form of Indenture, with respect to the Contained in Exhibit 3.01 as Annex A
Registrant's 13% Senior Subordinated to Registrant's Current Report on Form
Exchange Debentures due 2009, between 8-K dated July 24, 1997, which is
the Registrant and the Bank of Montreal incorporated herein by reference.
Trust Company (File No. 0-16014)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<S> <C> <C>
4.19 Form of Certificate for 13% Cumulative Incorporated herein by reference is
Exchangeable Preferred Stock Exhibit 4.06 from the Registrant's
Current Report on Form 8-K dated
July 24, 1997. (File No. 0-16014)
4.20 Form of Certificate for Series C Incorporated herein by reference is
Convertible Preferred Stock Exhibit 4.06 from the Registrant's
Current Report on Form 8-K dated July
24, 1997. (File No. 0-16014)
4.21 Indenture, dated as of August 27, 1997, Incorporated herein by reference to
with respect to Hyperion Exhibit 4.01 to Hyperion's Current
Telecommunications, Inc. ("Hyperion") 12 Report on Form 8-K dated August 27,
1/4% Senior Secured Notes due 2004, 1997. (File No. 0-21605)
between Hyperion and the Bank of
Montreal Trust Company
4.22 Form of 12 1/4% Senior Secured Note due Contained in Exhibit 4.21.
2004
4.23 Second Supplemental Indenture, dated as Incorporated by reference herein to
of August 27, 1997, between Hyperion and Exhibit 4.06 to Hyperion's Current
the Bank of Montreal Trust Company, Report on Form 8-K dated August 27,
regarding Hyperion's 13% Senior Discount 1997. (File No. 0-21605)
Notes due 2003
4.25 Indenture, dated as of September 25, Incorporated herein by reference is
1997, with respect to the Registrant's 9 Exhibit 4.01 from the Registrant's
1/4% Senior Notes due 2002, between the Current Report on Form 8-K, dated
Registrant and the Bank of Montreal September 25, 1997. (File No. 0-16014)
Trust Company
4.26 Registration Rights Agreement between Incorporated herein by reference is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated September Current Report on Form 8-K, dated
25, 1997, regarding the Registrant's 9 September 25, 1997. (File No. 0-16014)
1/4% Senior Notes due 2002
4.27 Form of 9 1/4% Senior Note due 2002 Contained in Exhibit 4.25.
4.28 Indenture, dated as of January 21, 1998, Incorporated by reference herein is
with respect to the Registrant's 8 3/8% Exhibit 4.01 from the Registrant's
Senior Notes due 2008, between the Current Report on Form 8-K dated
Registrant and the Bank of Montreal January 21, 1998. (File No. 0-16014)
Trust Company (the "January 1998
Indenture")
4.29 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated January 21, Current Report on Form 8-K dated
1998, regarding the Registrant's 8 3/8% January 21, 1998. (File No. 0-16014)
Senior Notes due 2008
4.30 Form of 8 3/8% Senior Note due 2008 Contained in Exhibit 4.28.
4.31 Indenture, dated as of July 2, 1998, Incorporated by reference herein is
with respect to the Registrant's 8 1/8% Exhibit 4.01 from the Registrant's
Senior Notes due 2003, between the Current Report on Form 8-K, dated July
Registrant and the Bank of Montreal 2, 1998. (File No. 0-16014)
Trust Company
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<S> <C> <C>
4.32 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated July 2, Current Report on Form 8-K, dated July
1998, regarding the Registrant's 8 1/8% 2, 1998. (File No. 0-16014)
Senior Notes due 2003
4.33 Form of 8 1/8% Senior Note due 2003 Incorporated by reference herein is
Exhibit 4.03 from the Registrant's
Current Report on Form 8-K, dated July
2, 1998. (File No. 0-16014)
4.34 The First Supplemental Indenture, dated Incorporated by reference herein is
as of November 12, 1998, to January 1998 Exhibit 4.01 from the Registrant's
Indenture with respect to the Current Report on Form 8-K filed on
Registrant's 8 3/8% Senior Notes due January 28, 1999. (File No. 0-16014)
2008, between the Registrant and the
Bank of Montreal Trust Company
4.35 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated November Current Report on Form 8-K filed on
12, 1998, regarding the Registrant's 8 January 28, 1999. (File No. 0-16014)
3/8% Senior Notes due 2008
4.36 Indenture, dated as of January 13, 1999, Incorporated by reference herein is
with respect to the Registrant's 7 1/2% Exhibit 4.03 from the Registrant's
Senior Notes due 2004 and 7 3/4% Senior Current Report on Form 8-K filed on
Notes due 2009, between the Registrant January 28, 1999. (File No. 0-16014)
and the Bank of Montreal Trust Company
4.37 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.04 from the Registrant's
the Initial Purchaser, dated January 13, Current Report on Form 8-K filed on
1999, regarding the Registrant's 7 1/2% January 28, 1999. (File No. 0-16014)
Senior Notes due 2004 and 7 3/4% Senior
Notes due 2009
4.38 Form of 7 1/2% Senior Note due 2004 Incorporated by reference herein is
Exhibit 4.05 from the Registrant's
Current Report on Form 8-K filed on
January 28, 1999. (File No. 0-16014)
4.39 Form of 7 3/4% Senior Note due 2009 Incorporated by reference herein is
Exhibit 4.06 from the Registrant's
Current Report on Form 8-K filed on
January 28, 1999. (File No. 0-16014)
4.40 Indenture, dated as of March 2, 1999, Incorporated by reference herein is
with respect to Hyperion Exhibit 4.01 from the Registrant's
Telecommunications, Inc. ("Hyperion") Current Report on Form 8-K filed on
12% Senior Subordinated Notes due 2007, March 10, 1999. (File No. 0-16014)
between Hyperion and the Bank of
Montreal Trust Company
4.41 Form of 12% Senior Subordinated Note due Incorporated by reference herein is
2007 Exhibit 4.02 from the Registrant's
Current Report on Form 8-K filed on
March 10, 1999. (File No. 0-16014)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<S> <C> <C>
4.42 Registration Rights Agreement between Incorporated by reference herein is
Hyperion Telecommunications, Inc. and Exhibit 10.04 from the Registrant's
the Initial Purchasers, dated March 2, Current Report on Form 8-K filed on
1999, regarding Hyperion's 12% Senior March 10, 1999. (File No. 0-16014)
Subordinated Notes due 2007
4.43 Indenture, dated as of April 28, 1999, Incorporated by reference herein is
with respect to the Registrant's 7 7/8% Exhibit 4.01 from the Registrant's
Senior Notes due 2009, between the Current Report on Form 8-K filed on
Registrant and The Bank of Montreal April 28, 1999. (File No. 0-16014)
Trust Company
4.44 The First Supplemental Indenture, dated Incorporated by reference herein is
as of April 28, 1999, to April 1999 Exhibit 4.02 from the Registrant's
Indenture, with respect to the Current Report on Form 8-K filed on
Registrant's 7 7/8% Senior Notes due April 28, 1999. (File No. 0-16014)
2009, between the Registrant and The
Bank of Montreal Trust Company
4.45 Form of 7 7/8% Senior Note due 2009 Contained in Exhibit 4.44.
5.01 Opinion of Buchanan Ingersoll Previously filed.
Professional Corporation, regarding the
legality of the shares of Class A common
stock to be registered under this
registration statement.
8.01 Opinion of Buchanan Ingersoll Filed herewith.
Professional Corporation, regarding
certain United States federal income tax
consequences of the merger.
8.02 Opinion of Gibson, Dunn & Crutcher LLP, Filed herewith.
regarding certain United States federal
income tax consequences of the merger.
23.01 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of
Adelphia and Olympus
23.02 Consent of KPMG LLP with respect to Previously filed.
financial statements of FrontierVision
23.03 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of
Century
23.04 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of
Harron
23.05 Consent of Buchanan Ingersoll Previously filed.
Professional Corporation
23.06 Consent of Buchanan Ingersoll Contained in their opinion filed as
Professional Corporation Exhibit 8.01.
23.07 Consent of Gibson, Dunn & Crutcher, LLP Contained in their opinion filed as
Exhibit 8.02.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<S> <C> <C>
23.08 Consent of Daniels & Associates, L.P. Previously filed.
23.09 Consent of Donaldson, Lufkin & Jenrette Previously filed.
Securities Corporation
24.01 Power of Attorney (included on the Previously filed.
signature page of the registration
statement)
99.01 Voting Agreement, dated as of March 5, Incorporated herein by reference is
1999, by and among Adelphia Exhibit 10.01 to Registrant's Current
Communications Corporation, Leonard Tow, Report on Form 8-K, filed on March 10,
the Claire Tow Trust and the Trust 1999. (File No. 0-16014)
Created by Claire Tow Under Date of
December 10, 1979.
99.02 Voting Agreement, dated as of March 5, Incorporated herein by reference is
1999, by and among Century Exhibit 10.02 to Registrant's Current
Communications Corp., John J. Rigas, Report on Form 8-K, filed on March 10,
Michael J. Rigas, Timothy J. Rigas and 1999. (File No. 0-16014)
James P. Rigas.
99.03 Opinion of Daniels & Associates, L.P. Previously filed.
99.04 Opinion of Donaldson, Lufkin & Jenrette Previously filed.
Securities Corporation
99.05 Registration Rights Agreement among Incorporated herein by reference is
Adelphia Communications Corporation, Exhibit 10.01 to Registrant's Current
John J. Rigas, Timothy J. Rigas, Michael Report on Form 8-K, filed on August
J. Rigas, James P. Rigas, Claire Tow and 12, 1999. (File No. 0-16014)
the holders of Century Class B common
stock.
99.06 Tag-Along Rights Agreement among Incorporated herein by reference is
Adelphia Communications Corporation, Exhibit 10.02 to Registrant's Current
John J. Rigas, Timothy J. Rigas, Michael Report on Form 8-K, filed on August
J. Rigas, James P. Rigas, Claire Tow and 12, 1999. (File No. 0-16014)
the holders of Century Class B common
stock.
99.07 Agreement by and between Adelphia Incorporated herein by reference is
Communications Corporation and Citizens Exhibit 10.03 to Registrant's Current
Cable Company. Report on Form 8-K, filed on August
12, 1999. (File No. 0-16014)
99.08 Form of Proxy for holders of Adelphia Previously filed.
Communications Corporation common stock.
99.09 Form of Proxy for holders of Century Previously filed.
Communications Corp. common stock.
99.10 Form of Election and Letter of Previously filed.
Transmittal for holders of Century
Communications Corp. Class A common
stock.
99.11 Form of Election and Letter of Previously filed.
Transmittal for holders of Century
Communications Corp. Class B common
stock.
</TABLE>
II-6
<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 post effective amendment no. 1 to this
registration statement on Form S-4 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
4th day of October, 1999.
ADELPHIA COMMUNICATIONS CORPORATION
/s/ Timothy J. Rigas
By: _________________________________
Timothy J. Rigas, Executive Vice
President
Pursuant to the requirements of the Securities Act, this Post Effective
Amendment No. 1 to this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President and October 4, 1999
______________________________________ Chief Executive Officer
John J. Rigas
* Executive Vice President October 4, 1999
______________________________________ and Director
Michael J. Rigas
/s/ Timothy J. Rigas Executive Vice President, October 4, 1999
______________________________________ Chief Financial Officer,
Timothy J. Rigas Chief Accounting Officer,
Treasurer and Director
* Executive Vice President October 4, 1999
______________________________________ and Director
James P. Rigas
* Director October 4, 1999
______________________________________
Daniel R. Milliard
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director October , 1999
______________________________________
Perry S. Patterson
Director October , 1999
______________________________________
Pete J. Metros
Director October , 1999
______________________________________
Dennis P. Coyle
/s/ Timothy J. Rigas October 4, 1999
*By: _________________________________
Timothy J. Rigas
attorney-in-fact
</TABLE>
II-8
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
2.01 Agreement and Plan of Merger, dated as Previously filed.
of March 5, 1999, as amended, by and
among Adelphia Communications
Corporation, Adelphia Acquisition
Subsidiary, Inc. and Century
Communications Corp.
3.01 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. 0-16104)
3.02 Bylaws of Adelphia Communications Incorporated herein by reference is
Corporation Exhibit 3.02 to Registrant's Annual
Report on Form 10-K for the fiscal
year ended March 31, 1994. (File No.
0-16014)
3.03 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. 0-16104)
4.01 Indenture, dated as of February 26, Incorporated herein by reference is
1997, between the Registrant and Bank of Exhibit 4.01 to Registrant's Current
Montreal Trust Company with respect to Report on Form 8-K dated May 1, 1997.
the Registrant's 9 7/8% Senior Notes Due (File No. 0-16014)
2007
4.02 Form of Note with respect to the Contained in Indenture filed as
Registrant's 9 7/8% Senior Notes Due Exhibit 4.01.
2007
4.03 Registration Rights Agreement, dated as Incorporated herein by reference is
of February 26, 1997, between the Exhibit 10.01 to Registrant's Current
Registrant and the Initial Purchaser Report on Form 8-K dated May 1, 1997.
with respect to the Registrant's 9 7/8% (File No. 0-16014)
Senior Notes Due 2007
4.04 First Supplemental Indenture, dated as Incorporated herein by reference is
of May 4, 1994, with respect to Exhibit 4.01 to Registrant's Current
Registrant's 9 1/2% Senior Pay-In-Kind Report on Form 8-K dated May 5, 1994.
Notes Due 2004 (File No. 0-16014)
4.05 Indenture, dated as of February 22, Incorporated herein by reference is
1994, with respect to Registrant's 9 Exhibit 4.05 to Registration Statement
1/2% Senior Pay-In-Kind Notes Due 2004 No. 33-52513 on Form S-4.
4.06 Indenture, dated as of July 28, 1993, Incorporated herein by reference is
with respect to Registrant's 10 1/4% Exhibit 4.01 to Registrant's Quarterly
Senior Notes Due 2000 Report on Form 10-Q for the quarter
ended June 30, 1993. (File No. 0-
16014)
4.07 Amended and Restated Indenture, dated as Incorporated herein by reference is
of May 11, 1993, with respect to Exhibit 4.01 to Registrant's Annual
Registrant's 9 7/8% Senior Debentures Report on Form 10-K for the fiscal
Due 2005 year ended March 31, 1993. (File No.
0-16014)
4.08 Indenture, dated as of September 2, Incorporated herein by reference is
1992, with respect to the Registrant's Exhibit 4.03 to Registration Statement
11 7/8% Senior Debentures Due 2004 No. 33-52630 on Form S-1.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
4.09 Indenture, dated as of May 7, 1992, with Incorporated herein by reference is
respect to the Registrant's 12 1/2% Exhibit 4.03 to Registrant's Annual
Senior Notes Due 2002 Report on Form 10-K for the fiscal
year ended March 31, 1992. (File No.
0-16014)
4.10 Indenture, dated as of April 15, 1996, Incorporated by reference is Exhibit
between Hyperion Telecommunications, 4.1 to Registration Statement No. 333-
Inc. and Bank of Montreal Trust Company 06957 on Form S-4 filed for Hyperion
Telecommunications, Inc.
4.11 Form of 13% Hyperion Telecommunications, Incorporated herein by reference is
Inc. Senior Discount Notes Exhibit 4.3 to Hyperion
Telecommunications, Inc.'s
Registration Statement No. 333-12619
on Form S-1.
4.12 First Supplemental Indenture, dated as Incorporated herein by reference is
of September 11, 1996, between Hyperion Exhibit 4.2 of Hyperion
Telecommunications, Inc. and Bank of Telecommunications, Inc.'s
Montreal Trust Company Registration Statement No. 333-12619
on Form S-1.
4.13 Indenture, dated as of November 12, Incorporated herein by reference is
1996, between Olympus Communications, Exhibit 10.02 to Registrant's Current
L.P., Olympus Capital Corporation and Report on Form 8-K dated December 16,
Bank of Montreal Trust Company 1996. (File No. 0-16014)
4.14 Certificate of Designations for 13% Contained in Exhibit 3.01 to
Series A and Series B Cumulative Registrant's Current Report on Form 8-
Exchangeable Preferred Stock K dated July 24, 1997, which is
incorporated herein by reference.
(File No. 0-16014)
4.15 Certificate of Designations for Series C Contained in Exhibit 3.01 to
Convertible Preferred Stock Registrant's Current Report on Form 8-
K dated July 24, 1997, which is
incorporated herein by reference.
(File No. 0-16014)
4.16 Indenture, dated as of July 7, 1997, Incorporated herein by reference is
with respect to the Registrant's 10 1/2% Exhibit 4.03 from the Registrant's
Senior Notes due 2004, between the Current Report on Form 8-K dated July
Registrant and the Bank of Montreal 24, 1997. (File No. 0-16014)
Trust Company
4.17 Form of 10 1/2% Senior Note due 2004 Contained in Exhibit 4.03 to
Registrant's Current Report on Form 8-
K dated July 24, 1997 which is
incorporated herein by reference.
(File No. 0-16014)
4.18 Form of Indenture, with respect to the Contained in Exhibit 3.01 as Annex A
Registrant's 13% Senior Subordinated to Registrant's Current Report on Form
Exchange Debentures due 2009, between 8-K dated July 24, 1997, which is
the Registrant and the Bank of Montreal incorporated herein by reference.
Trust Company (File No. 0-16014)
4.19 Form of Certificate for 13% Cumulative Incorporated herein by reference is
Exchangeable Preferred Stock Exhibit 4.06 from the Registrant's
Current Report on Form 8-K dated
July 24, 1997. (File No. 0-16014)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
4.20 Form of Certificate for Series C Incorporated herein by reference is
Convertible Preferred Stock Exhibit 4.06 from the Registrant's
Current Report on Form 8-K dated July
24, 1997. (File No. 0-16014)
4.21 Indenture, dated as of August 27, 1997, Incorporated herein by reference to
with respect to Hyperion Exhibit 4.01 to Hyperion's Current
Telecommunications, Inc. ("Hyperion") 12 Report on Form 8-K dated August 27,
1/4% Senior Secured Notes due 2004, 1997. (File No. 0-21605)
between Hyperion and the Bank of
Montreal Trust Company
4.22 Form of 12 1/4% Senior Secured Note due Contained in Exhibit 4.21.
2004
4.23 Second Supplemental Indenture, dated as Incorporated by reference herein to
of August 27, 1997, between Hyperion and Exhibit 4.06 to Hyperion's Current
the Bank of Montreal Trust Company, Report on Form 8-K dated August 27,
regarding Hyperion's 13% Senior Discount 1997. (File No. 0-21605)
Notes due 2003
4.25 Indenture, dated as of September 25, Incorporated herein by reference is
1997, with respect to the Registrant's 9 Exhibit 4.01 from the Registrant's
1/4% Senior Notes due 2002, between the Current Report on Form 8-K, dated
Registrant and the Bank of Montreal September 25, 1997. (File No. 0-16014)
Trust Company
4.26 Registration Rights Agreement between Incorporated herein by reference is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated September Current Report on Form 8-K, dated
25, 1997, regarding the Registrant's 9 September 25, 1997. (File No. 0-16014)
1/4% Senior Notes due 2002
4.27 Form of 9 1/4% Senior Note due 2002 Contained in Exhibit 4.25.
4.28 Indenture, dated as of January 21, 1998, Incorporated by reference herein is
with respect to the Registrant's 8 3/8% Exhibit 4.01 from the Registrant's
Senior Notes due 2008, between the Current Report on Form 8-K dated
Registrant and the Bank of Montreal January 21, 1998. (File No. 0-16014)
Trust Company (the "January 1998
Indenture")
4.29 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated January 21, Current Report on Form 8-K dated
1998, regarding the Registrant's 8 3/8% January 21, 1998. (File No. 0-16014)
Senior Notes due 2008
4.30 Form of 8 3/8% Senior Note due 2008 Contained in Exhibit 4.28.
4.31 Indenture, dated as of July 2, 1998, Incorporated by reference herein is
with respect to the Registrant's 8 1/8% Exhibit 4.01 from the Registrant's
Senior Notes due 2003, between the Current Report on Form 8-K, dated July
Registrant and the Bank of Montreal 2, 1998. (File No. 0-16014)
Trust Company
4.32 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated July 2, Current Report on Form 8-K, dated July
1998, regarding the Registrant's 8 1/8% 2, 1998. (File No. 0-16014)
Senior Notes due 2003
4.33 Form of 8 1/8% Senior Note due 2003 Incorporated by reference herein is
Exhibit 4.03 from the Registrant's
Current Report on Form 8-K, dated July
2, 1998. (File No. 0-16014)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
4.34 The First Supplemental Indenture, dated Incorporated by reference herein is
as of November 12, 1998, to January 1998 Exhibit 4.01 from the Registrant's
Indenture with respect to the Current Report on Form 8-K filed on
Registrant's 8 3/8% Senior Notes due January 28, 1999. (File No. 0-16014)
2008, between the Registrant and the
Bank of Montreal Trust Company
4.35 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.02 from the Registrant's
the Initial Purchaser, dated November Current Report on Form 8-K filed on
12, 1998, regarding the Registrant's 8 January 28, 1999. (File No. 0-16014)
3/8% Senior Notes due 2008
4.36 Indenture, dated as of January 13, 1999, Incorporated by reference herein is
with respect to the Registrant's 7 1/2% Exhibit 4.03 from the Registrant's
Senior Notes due 2004 and 7 3/4% Senior Current Report on Form 8-K filed on
Notes due 2009, between the Registrant January 28, 1999. (File No. 0-16014)
and the Bank of Montreal Trust Company
4.37 Registration Rights Agreement between Incorporated by reference herein is
Adelphia Communications Corporation and Exhibit 4.04 from the Registrant's
the Initial Purchaser, dated January 13, Current Report on Form 8-K filed on
1999, regarding the Registrant's 7 1/2% January 28, 1999. (File No. 0-16014)
Senior Notes due 2004 and 7 3/4% Senior
Notes due 2009
4.38 Form of 7 1/2% Senior Note due 2004 Incorporated by reference herein is
Exhibit 4.05 from the Registrant's
Current Report on Form 8-K filed on
January 28, 1999. (File No. 0-16014)
4.39 Form of 7 3/4% Senior Note due 2009 Incorporated by reference herein is
Exhibit 4.06 from the Registrant's
Current Report on Form 8-K filed on
January 28, 1999. (File No. 0-16014)
4.40 Indenture, dated as of March 2, 1999, Incorporated by reference herein is
with respect to Hyperion Exhibit 4.01 from the Registrant's
Telecommunications, Inc. ("Hyperion") Current Report on Form 8-K filed on
12% Senior Subordinated Notes due 2007, March 10, 1999. (File No. 0-16014)
between Hyperion and the Bank of
Montreal Trust Company
4.41 Form of 12% Senior Subordinated Note due Incorporated by reference herein is
2007 Exhibit 4.02 from the Registrant's
Current Report on Form 8-K filed on
March 10, 1999. (File No. 0-16014)
4.42 Registration Rights Agreement between Incorporated by reference herein is
Hyperion Telecommunications, Inc. and Exhibit 10.04 from the Registrant's
the Initial Purchasers, dated March 2, Current Report on Form 8-K filed on
1999, regarding Hyperion's 12% Senior March 10, 1999. (File No. 0-16014)
Subordinated Notes due 2007
4.43 Indenture, dated as of April 28, 1999, Incorporated by reference herein is
with respect to the Registrant's 7 7/8% Exhibit 4.01 from the Registrant's
Senior Notes due 2009, between the Current Report on Form 8-K filed on
Registrant and The Bank of Montreal April 28, 1999. (File No. 0-16014)
Trust Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
4.44 The First Supplemental Indenture, dated Incorporated by reference herein is
as of April 28, 1999, to April 1999 Exhibit 4.02 from the Registrant's
Indenture, with respect to the Current Report on Form 8-K filed on
Registrant's 7 7/8% Senior Notes due April 28, 1999. (File No. 0-16014)
2009, between the Registrant and The
Bank of Montreal Trust Company
4.45 Form of 7 7/8% Senior Note due 2009 Contained in Exhibit 4.44.
5.01 Opinion of Buchanan Ingersoll Previously filed.
Professional Corporation, regarding the
legality of the shares of Class A common
stock to be registered under this
registration statement.
8.01 Opinion of Buchanan Ingersoll Filed herewith.
Professional Corporation, regarding
certain United States federal income tax
consequences of the merger.
8.02 Opinion of Gibson, Dunn & Crutcher LLP, Filed herewith.
regarding certain United States federal
income tax consequences of the merger.
23.01 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of
Adelphia and Olympus
23.02 Consent of KPMG LLP with respect to Previously filed.
financial statements of FrontierVision
23.03 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of
Century
23.04 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of
Harron
23.05 Consent of Buchanan Ingersoll Previously filed.
Professional Corporation
23.06 Consent of Buchanan Ingersoll Contained in their opinion filed as
Professional Corporation Exhibit 8.01.
23.07 Consent of Gibson, Dunn & Crutcher, LLP Contained in their opinion filed as
Exhibit 8.02.
23.08 Consent of Daniels & Associates, L.P. Previously filed.
23.09 Consent of Donaldson, Lufkin & Jenrette Previously filed.
Securities Corporation
24.01 Power of Attorney (included on the Previously filed.
signature page of the registration
statement)
99.01 Voting Agreement, dated as of March 5, Incorporated herein by reference is
1999, by and among Adelphia Exhibit 10.01 to Registrant's Current
Communications Corporation, Leonard Tow, Report on Form 8-K, filed on March 10,
the Claire Tow Trust and the Trust 1999. (File No. 0-16014)
Created by Claire Tow Under Date of
December 10, 1979.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
99.02 Voting Agreement, dated as of March 5, Incorporated herein by reference is
1999, by and among Century Exhibit 10.02 to Registrant's Current
Communications Corp., John J. Rigas, Report on Form 8-K, filed on March 10,
Michael J. Rigas, Timothy J. Rigas and 1999.
James P. Rigas. (File No. 0-16014)
99.03 Opinion of Daniels & Associates, L.P. Attached as Appendix B to the proxy
statement/prospectus contained in this
registration statement.
99.04 Opinion of Donaldson, Lufkin & Jenrette Attached as Appendix C to the proxy
Securities Corporation statement/prospectus contained in this
registration statement.
99.05 Registration Rights Agreement among Incorporated herein by reference is
Adelphia Communications Corporation, Exhibit 10.01 to Registrant's Current
John J. Rigas, Timothy J. Rigas, Michael Report on Form 8-K, filed on August
J. Rigas, James P. Rigas, Claire Tow and 12, 1999. (File No. 0-16014)
the holders of Century Class B common
stock.
99.06 Tag-Along Rights Agreement among Incorporated herein by reference is
Adelphia Communications Corporation, Exhibit 10.02 to Registrant's Current
John J. Rigas, Timothy J. Rigas, Michael Report on Form 8-K, filed on August
J. Rigas, James P. Rigas, Claire Tow and 12, 1999. (File No. 0-16014)
the holders of Century Class B common
stock.
99.07 Agreement by and between Adelphia Incorporated herein by reference is
Communications Corporation and Citizens Exhibit 10.03 to Registrant's Current
Cable Company. Report on Form 8-K, filed on August
12, 1999. (File No. 0-16014)
99.08 Form of Proxy for holders of Adelphia Previously filed.
Communications Corporation common stock.
99.09 Form of Proxy for holders of Century Previously filed.
Communications Corp. common stock.
99.10 Form of Election and Letter of Previously filed.
Transmittal for holders of Century
Communications Corp. Class A common
stock.
99.11 Form of Election and Letter of Previously filed.
Transmittal for holders of Century
Communications Corp. Class B common
stock.
</TABLE>
<PAGE>
EXHIBIT 8.01
[LETTERHEAD OF BUCHANAN INGERSOLL PROFESSIONAL CORPORATION]
October 1, 1999
Adelphia Communications Corporation
Main at Water Street
Coudersport, PA 16915
Re: Merger of Century Communications Corp.
with and into Adelphia Acquisition
Subsidiary, Inc., a wholly owned subsidiary of
Adelphia Communications Corporation
Gentlemen:
You have requested our opinion as to the federal income tax
consequences of the transaction contemplated by the Agreement and Plan of Merger
dated March 5, 1999, and amended July 12, 1999 and July 29, 1999, (the "Merger
Agreement") by and among Adelphia Communications Corporation, a Delaware
corporation ("Adelphia"), Adelphia Acquisition Subsidiary, Inc., a Delaware
corporation and direct wholly owned subsidiary of Adelphia ("Merger
Subsidiary"), and Century Communications Corp., a New Jersey corporation
("Century") providing, in part and subject to certain conditions, for the merger
of Century with and into Merger Subsidiary (the "Merger") pursuant to the New
Jersey Business Corporation Act and the Delaware General Corporation Law. Upon
consummation of the Merger, Merger Subsidiary will be the surviving corporation
and will be a wholly owned subsidiary of Adelphia.
We have examined the Registration Statement on Form S-4, as declared
effective by the U.S. Securities and Exchange Commission on August 13, 1999 (the
"Registration
<PAGE>
October 1, 1999
Page 2
Statement"), which includes the Joint Proxy Statement/Prospectus of Adelphia and
Century (the "Prospectus"), the Merger Agreement and other documents, legal
opinions, corporate records, statutes, decisions, and questions of law as we
have deemed necessary or appropriate to express an informed opinion on the
matters hereinafter set forth.
For the purpose of rendering our opinion, we have assumed that all of
the material facts are as described in the Registration Statement, that all of
the conditions precedent to the Merger set forth in the Merger Agreement have
been or will be met, that the Merger has received any required regulatory
approvals, that the Merger has been approved by the holders of Company Common
Stock and will become effective under state and federal law in accordance with
the Merger Agreement, and that the Merger will constitute a merger under Section
14A:120-5.1 of the New Jersey Business Corporation Act and Section 251 of the
Delaware General Corporation Law.
In giving this opinion, we are relying on the truth of the covenants,
representations and warranties of each of the parties to the Merger Agreement as
set forth in the Merger Agreement and on the truth and accuracy of: (a) the
representations made to us by Adelphia, which are set forth in a Certificate
dated October 1, 1999, and (b) the representations made to us by Century, which
are set forth in a Certificate dated October 1, 1999.
Based solely on the facts, assumptions and representations as so
stated, satisfaction of the conditions above, and under the present provisions
of the Internal Revenue Code of 1986, as amended (the "Code") as they have been
or appear likely to be interpreted by
<PAGE>
October 1, 1999
Page 3
the courts or the Internal Revenue Service, we are of the opinion, for U.S.
federal income tax purposes, that:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code; and
2. Century, Adelphia, and Merger Subsidiary will each be a "party to
a reorganization" within the meaning of Section 368(b) of the
Code.
Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service, and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable law or the facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions,
and representations on which we relied, may affect the continuing validity of
the opinions set forth herein. We have rendered the foregoing opinion as of the
date hereof, and we assume no responsibility to supplement our opinion with
respect to factual matters or changes in the law which may hereinafter occur.
We hereby consent to the filing of this opinion as an exhibit to Post
Effective Amendment No. 1 to the Registration Statement, to references to this
opinion in the Registration Statement, and to the use of our name in the
Prospectus under the caption "Material Federal Income Tax Consequences." In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder. Except for the
explicit consent given hereunder, this opinion is solely for the benefit of
Adelphia and may not be quoted in
<PAGE>
October 1, 1999
Page 4
whole or in part or otherwise referred to, nor may it be filed with any
governmental agency or other person without our prior written consent. Other
than Adelphia, no one may rely on this opinion.
Buchanan Ingersoll
Professional Corporation
/s/ Larry E. Phillips
By:_____________________________
Larry E. Phillips
<PAGE>
EXHIBIT 8.02
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
October 1, 1999
Century Communications Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the proposed merger (the "Merger") of Century Communications
Corp., a New Jersey corporation ("Century"), with and into Adelphia Acquisition
Subsidiary, Inc., a Delaware corporation ("Merger Sub") and a direct, wholly-
owned subsidiary of Adelphia Communications Corporation, a Delaware corporation
("Adelphia").
In formulating our opinion, we have reviewed such documents as we deemed
necessary or appropriate, including the Agreement and Plan of Merger, dated as
of March 5, 1999, by and among Adelphia, Merger Sub, and Century, as amended
July 12, 1999 and July 29, 1999 (the "Merger Agreement"), and the Joint Proxy
Statement/Prospectus of Adelphia and Century that was included in the
Registration Statement on Form S-4, as declared effective by the U.S. Securities
and Exchange Commission on August 13, 1999 (the "Prospectus").
Our opinion set forth below assumes (i) the accuracy of the statements and
facts concerning the Merger set forth in the Merger Agreement and the
Prospectus; (ii) that the Merger will be consummated in the manner contemplated
by, and in accordance with, the terms set forth in the Merger Agreement and the
Prospectus; and (iii) the accuracy of (a) the representations made to us by
Adelphia, which are set forth in a Certificate dated October 1, 1999, and (b)
the representations made to us by Century, which are set forth in a Certificate
dated October 1, 1999.
<PAGE>
Century Communications Corp.
October 1, 1999
Page 2
Based upon the foregoing and in reliance thereon, and subject to the
qualifications, exceptions, assumptions and limitations herein contained, we are
of the opinion that:
1. The Merger should be treated for U.S. federal income tax purposes as
a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Adelphia, Merger Sub, and Century should each be treated as a party
to the reorganization within the meaning of Section 368(b) of the
Code.
We express no opinion concerning any tax consequences of the Merger other than
those specifically set forth herein.
Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service, and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable law or the facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions,
and representations on which we relied, may affect the continuing validity of
the opinion set forth herein. We assume no responsibility to inform you of any
such changes or inaccuracy that may occur or come to our attention.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to references to this opinion in the Registration
Statement, and to the use of our name under the caption "Material Federal Income
Tax Consequences." In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
This opinion has been furnished to you solely in connection with the
transactions described herein and may not be relied upon by any other person or
by you for any other purpose without our specific, prior, written consent.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
-------------------------------------------
GIBSON, DUNN & CRUTCHER LLP
