SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
ADELPHIA COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
006848 10 5
(CUSIP Number)
Carl E. Rothenberger, Jr., Esq.
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Phone: (412) 562-8826
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 12, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ___ .
Check the following box if a fee is being paid with the statement. ___ (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Person S.S. or I.R.S. Identification No. of
Above Person
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P.
Rigas, Ellen K. Rigas, and Daniel R. Milliard
(collectively, the "Limited Purpose Group")
(2) Check the Appropriate Box if a Member of a Group (a)
(b) X
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
The members of the Limited Purpose Group are citizens of the
United States of America.
Number of (7) Sole Voting Power 38,972,298 Shares
Shares
Beneficially (8) Shared Voting Power 2,399,151 Shares
Owned by
Each (9) Sole Dispositive Power 0**
Reporting
Person With (10) Shared Dispositive Power 0**
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
41,371,449**
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
54.0%
(14) Type of Reporting Person (See Instructions)
00
**See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
John J. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a) X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States of America
Number of (7) Sole Voting Power 6,216,855 Shares
Shares
Beneficially (8) Shared Voting Power 35,154,594 Shares
Owned by
Each (9) Sole Dispositive Power 5,856,755 Shares
Reporting
Person With (10) Shared Dispositive Power 30,658,154 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
36,514,909 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 24,162,054 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which John J. Rigas is a general
partner, and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares X
Excludes 4,856,540 shares beneficially owned by other members
of the Limited Purpose Group for which John J. Rigas shares
the right to vote for the election of directors and as to
which shares he disclaims beneficial ownership.***
(13) Percent of Class Represented by Amount in Row (11)
50.8%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Michael J. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a) X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,818,221--for all other voting purposes
Owned by (see Item 5).
Each
Reporting (8) Shared Voting Power
Person 31,729,675--for election of directors
With only.
29,911,454--for all other voting purposes
(see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
30,658,154
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
32,476,375 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 24,162,054 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which Michael J. Rigas is a general
partner, and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
47.9%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Timothy J. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a) X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,818,221--for all other voting purposes
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 31,729,675--for election of directors
only.
Person 29,911,454--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
30,658,154
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
32,476,375 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 24,162,054 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which Timothy J. Rigas is a general
partner, and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
47.9%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
James P. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a) X**
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,053,685--for all other voting purposes
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 30,965,139--for election of directors
only.
Person 29,911,454--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,053,685
(10) Shared Dispositive Power
30,658,154
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
31,711,839 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 24,162,054 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which James P. Rigas is a general
partner, and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
47.3%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Ellen K. Rigas (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a) X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 165,413--for all other voting purposes
Owned by (see Item 5).
Each (8) Shared Voting Power
Reporting 28,425,416--for election of directors
only.
Person 28,260,003--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
165,413
(10) Shared Dispositive Power
28,260,003
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
28,425,416 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 24,162,054 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which Ellen K. Rigas is a general
partner).
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
42.9%
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Daniel R. Milliard (SS# ###-##-####)
(2) Check the Appropriate Box if a Member of a Group (a) X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 1,000 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
0%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Doris Holdings, L.P.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
4.8%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Eleni Acquisition, Inc.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
4.8%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland Holdings
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
Commonwealth of Pennsylvania
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 24,162,054 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 24,162,054 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
24,162,054(including 9,433,962 deemed beneficially owned
by Highland Preferred Communications, L.L.C., a 100% owned
subsidiary, 8,506,268 held by Highland Communications,
L.L.C., a 100% owned subsidiary, and 50,000 owned by
Bucktail Broadcasting Corporation, a majority owned subsidiary
of Highland Holdings).
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
36.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland Holdings II
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 4,000,000 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 4,000,000 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
7.9%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
This Schedule 13D Amendment No. 9 ("Amendment No. 9") relates
to the Class A Common Stock, par value $.01 per share, of Adelphia
Communications Corporation, a Delaware corporation (the "Company"). This
Amendment No. 9 amends and supplements the Schedule 13D previously filed with
the Commission on May 27, 1988 (the "Original Schedule 13D"), as amended by
amendments filed thereto through and including Amendment No. 8 (collectively,
the "Schedule 13D Filings") by the Limited Purpose Group and the other filing
parties thereto.
The descriptions contained in this Amendment No. 9 of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, which have been filed as
exhibits to the Schedule 13D, as amended hereby, and incorporated by reference
herein.
1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value
$.01 per share, of Adelphia Communications Corporation, whose principal
executive offices are located at Main at Water Street, Coudersport, Pennsylvania
16915. The shares of Class B Common Stock, par value $.01 per share, of the
Company are convertible into shares of Class A Common Stock on a one-to-one
basis. The Class A Common Stock is registered under the Securities Exchange Act
of 1934 while Adelphia's Class B Common Stock, par value $.01 per share, has not
been so registered. The information in this Amendment No. 9 reflects (i) the
issuance, since Amendment No. 8, of 8,000,000 shares of Class A Common Stock by
the Company on April 28, 1999, and (ii) the stock purchase agreement entered
into by Highland Holdings and the Company on April 9, 1999, pursuant to which
Highland has the right to purchase up to an additional 6,171,824 shares of Class
B Common Stock from the Company.
2. IDENTITY AND BACKGROUND
Doris Holdings, L.P. ("Doris") is a Delaware limited
partnership whose general partner is Eleni Acquisition, Inc. ("Eleni"). All of
the individuals who are the executive officers, directors and controlling
persons of Eleni are listed in Schedule A hereto. The principal business and
office address of each of Doris and Eleni is Main at Water Street, Coudersport,
Pennsylvania 16915.
Highland Holdings ("Highland") and Highland Holdings II
("Highland II") are each a Pennsylvania general partnership. All of the
individuals who are the general partners of Highland and Highland II include
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and Ellen K.
Rigas, each of which is listed on Schedule A hereto. The principal business and
office address of both Highland and Highland II is Main at Water Street,
Coudersport, Pennsylvania 16915. Highland is the sole member of Highland
Communications, L.L.C. ("HC") and Highland Preferred Communications, L.L.C.
("HPC"), Delaware limited liability companies which act solely by and through
Highland, the sole member, and is the majority owner of Bucktail Communications
Corporation ("Bucktail").
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<PAGE>
(a) See Schedule A attached hereto for each other person filing this Amendment
No. 9.
(b) See Schedule A for the residence or business address of each other person
filing this Amendment No. 9.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On April 9, 1999, Highland entered into an agreement ("Stock Purchase
Agreement") with the Company to purchase from $250 million up to, at Highland's
option, $375 million in shares of Class B Common Stock from the Company, at the
price per share less the underwriting discount in the Company's next public
offering, which occurred on April 28, 1999 at a net price of $60.76 per share.
Highland has not yet purchased any of such stock under the Stock Purchase
Agreement.
(b) Schedule B annexed hereto sets forth any other acquisitions of Class A
Common Stock by the filing parties within the sixty days prior to the filing of
this Amendment No. 9. Unless otherwise noted on such Schedule B, any such
acquisitions were made on an individual basis for investment purposes in
over-the-counter open market transactions and the source of the purchase price
paid for each of these acquisitions was the respective personal funds of each of
such persons.
4. PURPOSE OF TRANSACTION
Highland intends to acquire shares of Class B Common Stock
under the Stock Purchase Agreement for investment purposes and such shares will
form part of the Rigas family holdings of Common Stock and Series C Convertible
Preferred Stock of the Company. The general partners of Highland were all filing
persons prior to this Amendment No. 9.
The persons listed in Schedule A hereto (excluding Ellen K.
Rigas), both prior to and after the above-referenced acquisition, served and
continue to serve as directors and officers of the Company and in such
capacities are involved generally in the Company's management, business and
operations. The persons listed in Schedule A hereto, in their capacities as
Class A and Class B stockholders, had the power to elect seven of the eight
members of the Company's Board of Directors pursuant to the Company's
Certificate of Incorporation and the Stockholders' Agreement previously filed
under Item 7 hereto and discussed in Schedule C hereto.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the persons listed in Schedule A hereto directly owns shares of
Class A Common Stock (other than James P. Rigas) and shares of Class B Common
Stock (other than Daniel R. Milliard) of the Company. Highland II, Doris and
Eleni own only shares of Class A Common Stock and Highland (through its
subsidiaries) owns or is deemed to own shares of Class A Common Stock, Class B
Common Stock and Series C Preferred Stock. The Class B Common Stock and the
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<PAGE>
Series C Preferred Stock owned by Highland and the persons on Schedule A is
convertible into shares of Class A Common Stock and is therefore treated for
purposes of this statement as beneficial ownership of shares of Class A Common
Stock. Schedule C hereto sets forth, with respect to the Limited Purpose Group,
each person listed in Schedule A, Highland II, Doris, Eleni and Highland, the
aggregate number of shares of Class A Common Stock, and the percentage of
outstanding Class A Common Stock, which may be deemed to be beneficially owned
by the Limited Purpose Group, each such person and each such entity (in each
case assuming that such person or entity alone converts all of his, her or its
shares of Class B Common Stock or Series C Preferred Stock into shares of Class
A Common Stock) as of the close of business on July 23, 1999. Each person listed
in Schedule A disclaims beneficial ownership of shares of Class A and Class B
Common Stock owned directly by other persons listed in Schedule A.
(b) Schedule C sets forth with respect to the Limited Purpose Group, each person
listed in Schedule A and Highland II, Doris, Eleni and Highland the number of
shares of Class A Common Stock which may be deemed to be beneficially owned by
such persons as to which each person has (i) the sole power to vote or to direct
the vote; (ii) shared power to vote or to direct the vote; (iii) sole power to
dispose or to direct the disposition; and (iv) shared power to dispose or to
direct the disposition. The right of each person listed in Schedule A to dispose
of any shares of Common Stock is subject to certain provisions of the
Stockholders' Agreement previously filed under Item 7 and described in Schedule
C. The right of Doris to vote or dispose of 940,000 shares is subject to the
Proxy Agreement filed under Item 7 and described in Schedule C. HPC and HC can
act or take action with respect to shares held by them only by and through the
actions of Highland, the sole member of each.
(c) Except as set forth in Item 3 and Schedule B hereto which are incorporated
herein by reference, no filing person has effected any transaction in the Class
A or Class B Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
(a) On April 9, 1999, Highland and the Company entered into
the Stock Purchase Agreement, pursuant to which Highland must purchase at least
$250 million, and at Highland's option, may purchase up to $375 million, in
Class B Common Stock of the Company as described above, on or before January 23,
2000. The Stock Purchase Agreement is incorporated by reference herein and is
filed as an exhibit under Item 7.
(b) On March 5, 1999, the Company announced that it had
entered into a definitive agreement (the "Merger Agreement") to acquire Century
15
<PAGE>
Communications Corp. by merger (the "Merger"). (See Forms 8-K filed by the
Company on March 5, 1999 and March 9, 1999). This transaction is subject to
shareholder approval by Century and Adelphia and other customary closing
conditions. The Company has entered into two amendments to the Merger Agreement
dated as of July 12, 1999. (See Form 8-K of the Company dated July 12, 1999).
In connection with the Merger, John Rigas, Michael Rigas,
Timothy Rigas and James Rigas (the "Rigas Parties") have entered into a
Tag-Along Rights Agreement ("Agreement") dated as of July 12, 1999 with the
holders of Class B Common Stock of Century Communications Corp. ("Century Class
B Holders") and the Company. In the Agreement, the Rigas Parties agreed (1)
that, so long as the Century Class B Holders and their permitted assignees and
transferees own at least 10% of the outstanding Adelphia Common Stock, they will
vote or cause to be voted their shares of Adelphia Common Stock so as to elect
Leonard Tow, Scott Schneider and Bernard Gallagher to the Board of Directors of
Adelphia and, subject to the reasonable discretion of each Adelphia Class B
Holder, to elect such other designee of the Century Class B Holders as may be
nominated, and (2) to provide the Century Class B Holders and certain
transferees with certain sale and tag-along rights in the event that the Rigas
Parties enter into certain transactions involving the sale or transfer of their
Adelphia Common Stock after the Merger. The Agreement is incorporated herein by
reference and is filed as an exhibit under Item 7.
16
<PAGE>
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
15. Stock Purchase Agreement, dated as of April 9, 1999, between
Adelphia Communications Corporation and Highland Holdings
(incorporated herein by reference is Exhibit 10.66 to the Form
10-K of Adelphia Communications Corporation for the Transition
Period Ended December 31, 1998 (Commission File No.
000-16014)).
16. Tag-Along Rights Agreement dated as of July 12, 1999 between
Adelphia Communications Corporation, the Rigas Parties and the
Century Class B Holders (incorporated herein by reference is
Exhibit 10.02 to the Form 8-K of Adelphia dated July 12, 1999
(Commission File No. 000-16014)).
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<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
August 12, 1999 /s/Michael J. Rigas
Date Signature
John J. Rigas, individually and as a member of the
Limited Purpose Group by Michael J. Rigas,
Attorney-in-Fact
Name/Title
August 12, 1999 /s/Michael J. Rigas
Date Signature
Michael J. Rigas, individually and as a member of
the Limited Purpose Group
Name/Title
August 12, 1999 /s/Michael J. Rigas
Date Signature
Timothy J. Rigas, individually and as a member of
the Limited Purpose Group by Michael J. Rigas,
Attorney-in-Fact
Name/Title
August 12, 1999 /s/Michael J. Rigas
Date Signature
James P. Rigas, individually and as a member of
the Limited Purpose Group by Michael J. Rigas,
Attorney-in-Fact
Name/Title
18
<PAGE>
August 12, 1999 /s/Michael J. Rigas
Date Signature
Ellen K. Rigas, individually and as a member of
the Limited Purpose Group by Michael J. Rigas,
Attorney-in-Fact
Name/Title
August 12, 1999 /s/Michael J. Rigas
Date Signature
Daniel R. Milliard, individually and as a member
of the Limited Purpose Group by Michael J. Rigas,
Attorney-in-Fact
Name/Title
August 12, 1999 DORIS HOLDINGS, L.P.
Date
By: Eleni Acquisition, Inc., General Partner
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
August 12, 1999 ELENI ACQUISITION, INC.
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
19
<PAGE>
August 12, 1999 HIGHLAND HOLDINGS
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
August 12, 1999 HIGHLAND HOLDINGS II
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
20
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or Employment and Principal
Name and Business Address Business and Address
<S> <C>
John J. Rigas Chairman, Chief Executive Officer and President
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Michael J. Rigas Executive Vice President
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Timothy J. Rigas Executive Vice President, Chief Financial
Main at Water Street Officer and Treasurer
Coudersport, Pennsylvania 16915 Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
James P. Rigas Vice Chairman and Chief Executive Officer
Main at Water Street Hyperion Telecommunications, Inc.
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Ellen K. Rigas Self-employed
Main at Water Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
Daniel R. Milliard President, Vice Chairman and Secretary
Main at Water Street Hyperion Telecommunications, Inc.
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
</TABLE>
21
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 9)
1. AMOUNT BENEFICIALLY OWNED
LIMITED PURPOSE GROUP. The Limited Purpose Group is deemed to
beneficially own 41,371,449 shares of the Class A Common Stock of the Company,
which number in part includes 97,949 shares of Class A Common Stock beneficially
owned by Dorellenic, 24,162,054 shares of Class A Common Stock beneficially
owned or deemed beneficially owned by Highland and 4,000,000 shares of Class A
Common Stock are beneficially owned by Highland II. Each of Dorellenic, Highland
and Highland II is a general partnership in which each of the members of the
Limited Purpose Group except Daniel R. Milliard are the sole general partners.
The 41,371,449 shares also includes 700 shares of Class A Common Stock
beneficially owned by Daniel R. Milliard jointly with his spouse and 300 shares
of Class A Common Stock held of record by Daniel R. Milliard's spouse as trustee
for Daniel R. Milliard's children. The shares held jointly or individually by
Daniel R. Milliard's spouse are deemed to be beneficially owned by Daniel R.
Milliard and are therefore included in the shares deemed beneficially owned by
the Limited Purpose Group for purposes of this statement. Further, to the extent
that the shares deemed beneficially owned by the other members of the Limited
Purpose Group are deemed beneficially owned by John J. Rigas as discussed below,
the shares that are held by Daniel R. Milliard's spouse individually and jointly
with her husband are included in the shares deemed beneficially held by John J.
Rigas for purposes of this statement. The Limited Purpose Group and each member
of the Limited Purpose Group disclaims beneficial ownership of the shares of
Class A Common Stock held of record by Daniel R. Milliard's spouse, as trustee
for Daniel R. Milliard's children. In addition, each member of the Limited
Purpose Group disclaims beneficial ownership of the shares of Class A and Class
B Common Stock directly held by other members of the Limited Purpose Group or
into which the shares of Class B Common Stock directly held by the other members
of the Limited Purpose Group are convertible.
Each member of the Limited Purpose Group, as well as
Dorellenic, is a party to a Stockholders' Agreement wherein they agreed that so
long as they are the holders and beneficial owners in the aggregate of not less
than 25% of the combined voting power of the issued and outstanding Common
Stock, they shall vote their shares of Common Stock for the election of the
directors designated by a majority of the voting power of the shares of Common
Stock owned by them as a group. "Common Stock" is defined in the Stockholders'
Agreement to include the Class A Common Stock and the Class B Common Stock and
any class or series of any class of capital stock into which such shares shall
be converted, and any other class or series of any class of capital stock of
Issuer which has voting power of any nature. Accordingly, and consistent with
past practice, the members of the Limited Purpose Group are acting as a group
only with respect to voting for the election of directors and not for the
purpose of acquiring, disposing or otherwise voting such securities.
To the extent that John J. Rigas has a majority of the voting
power of the shares of Common Stock owned collectively by the Limited Purpose
Group, he has the right by agreement to direct the vote of the shares held by
the other members of the Limited Purpose Group but only with respect to the
22
<PAGE>
election of directors, and he has the right to consent to a sale of such shares
by other members of the Limited Purpose Group.
The right of a party to the Stockholders' Agreement to dispose
of shares of Common Stock covered thereby, in the absence of the consent of the
holders of a majority of the voting power of the shares of Common Stock owned by
the parties to the Stockholders' Agreement as a group, generally is subject to
the pro rata right of first refusal of the other parties to the Stockholders'
Agreement in the event of a contemplated Public Sale (as defined in the
Stockholders' Agreement) and to a right of first refusal in the Company and the
other parties to the Stockholders' Agreement in the event of a contemplated
Private Sale (as defined in the Stockholders' Agreement) of any shares of Common
Stock by any party thereto. The Stockholders' Agreement also mandates in certain
circumstances that a decedent stockholder's estate offer to sell shares of
Common Stock in such estate to the other surviving stockholders.
Neither Dorellenic nor Highland nor Highland II is included in
the Schedule 13D Filings or this Amendment No. 9 as a member of the Limited
Purpose Group since their respective share ownership is set forth as being
beneficially owned by each of its general partners who are themselves members of
the Limited Purpose Group and are reporting such ownership hereby.
Each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and
James P. Rigas (the "Sellers") is a party to a Proxy Agreement which gives each
of the Sellers voting rights over certain of the 940,000 shares of Class A
Common Stock held by Doris and certain rights of first refusal over all such
shares. Accordingly, shares held by Doris over which each Seller has voting
rights are reported as shares as to which such person shares voting rights with
Doris and each Seller reports shared dispositive power over such shares held by
Doris pursuant to the right of first refusal and the requirement of Sellers'
consent to any other sale by Doris. The Limited Purpose Group reports shared
voting power over such shares held by Doris.
John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P.
Rigas are shareholders, directors and officers of Eleni Acquisition, Inc., the
general partner of Doris. As such, they share voting and investment control over
the 1,458,151 shares of Class A Common Stock held by Doris, in addition to the
940,000 shares held by Doris, as discussed above. Accordingly, the shares held
by Doris are reported as shares as to which such individuals and the Limited
Purpose Group share voting power.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING
PERSONS. John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas,
Ellen K. Rigas and Daniel R. Milliard are deemed to beneficially own 36,514,909,
32,476,375, 32,476,375, 31,711,839, 28,425,416 and 1,000 shares, respectively,
of the Class A Common Stock of the Company, each of which amounts includes
(except for those accorded to Daniel R. Milliard) 97,949 of the same shares of
Class A Common Stock beneficially owned by Dorellenic, a general partnership in
which the above-named individuals (except Daniel R. Milliard) are the sole
23
<PAGE>
general partners and 24,162,054 and 4,000,000 of the same shares, respectively,
beneficially owned or deemed beneficially owned by Highland and Highland II,
general partnerships in which all such individuals (except Daniel R. Milliard)
are the sole general partners. In addition, John J. Rigas has the right by
agreement to direct the vote for the election of directors of an additional
4,856,540 shares of the Class A Common Stock beneficially owned by the other
members of the Limited Purpose Group (assuming such persons convert their Class
B Common Stock into Class A Common Stock) which, for purposes of the Schedule
13D Filings and this Amendment No. 9, gives John J. Rigas beneficial ownership
of a total of 41,371,449 shares of Class A Common Stock.
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 76,670,673 shares of Class A
Common Stock outstanding (which assumes (i) the conversion of 10,736,544 shares
of Class B Common Stock into Class A Common Stock by each of the members of the
Limited Purpose Group and by Dorellenic, (ii) the conversion of 80,000 shares of
Series C Preferred Stock into 9,433,962 shares of Class A Common Stock by
Highland Holdings, and (iii) the purchase by Highland Holdings of 6,171,824
shares of Class B Common Stock pursuant to its pending agreement and the
conversion of such shares into Class A Common Stock), the Limited Purpose
Group's beneficial ownership represents 54.0%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING PERSONS.
JOHN J. RIGAS: Based upon 71,817,133 shares of Class A Common
Stock outstanding (which assumes the conversion of 5,883,004
shares of Class B Common Stock held of record by John J. Rigas
and by Dorellenic into shares of Class A Common Stock, the
purchase by Highland Holdings and conversion into Class A
Common Stock of 6,171,824 shares of Class B Common Stock which
may be purchased under the Stock Purchase Agreement and the
conversion of 80,000 shares of Series C Preferred Stock into
9,433,962 shares of Class A Common Stock by Highland
Holdings), John J. Rigas' beneficial ownership represents
50.8%. In addition, John J. Rigas shares or has the right by
agreement to direct the vote for the election of directors of,
and to consent to the private sale of, an additional 4,856,540
shares of Class A Common Stock beneficially owned by the other
members of the Limited Purpose Group (assuming such persons
converted their Class B Common Stock into Class A Common
Stock) which increases John J. Rigas' beneficial ownership to
54.0%.
MICHAEL J. RIGAS AND TIMOTHY J. RIGAS: Based upon 67,850,099
shares of Class A Common Stock outstanding (which assumes
respectively, for each individual, the conversion of 1,915,970
shares of Class B Common Stock held of record by such person
24
<PAGE>
and by Dorellenic into shares of Class A Common Stock, the
purchase by Highland Holdings and conversion into Class A
Common Stock of 6,171,824 shares of Class B Common Stock which
may be purchased under the Stock Purchase Agreement and the
conversion of 80,000 shares of Series C Preferred Stock into
9,433,962 shares of Class A Common Stock by Highland
Holdings), each such individual's beneficial ownership
represents 47.9%.
JAMES P. RIGAS: Based upon 67,085,763 shares of Class A Common
Stock outstanding (which assumes the conversion of 1,151,634
shares of Class B Common Stock held of record by James P.
Rigas and Dorellenic into shares of Class A Common Stock, the
purchase by Highland Holdings and conversion into Class A
Common Stock of 6,171,824 shares of Class B Common Stock which
may be purchased under the Stock Purchase Agreement and the
conversion of 80,000 shares of Series C Preferred Stock into
9,433,962 shares of Class A Common Stock by Highland
Holdings), James P. Rigas' beneficial ownership represents
47.3%.
ELLEN K. RIGAS: Based upon 66,195,891 shares of Class A Common
Stock outstanding (which assumes the conversion of 261,762
shares of Class B Common Stock held of record by Ellen K.
Rigas and by Dorellenic into shares of Class A Common Stock,
the purchase by Highland Holdings and conversion into Class A
Common Stock of 6,171,824 shares of Class B Common Stock which
may be purchased under the Stock Purchase Agreement and the
conversion of 80,000 shares of Series C Preferred Stock into
9,433,962 shares of Class A Common Stock by Highland
Holdings), Ellen K. Rigas' beneficial ownership represents
42.9%.
DANIEL R. MILLIARD: Daniel R. Milliard's beneficial ownership
represents 0.0%.
HIGHLAND HOLDINGS: Based on 65,934,129 shares of Class A
Common Stock outstanding (which assumes the conversion of
80,000 shares of Series C Preferred Stock into 9,433,962
shares of Class A Common Stock by Highland Holdings and the
purchase by Highland Holdings and conversion into Class A
Common Stock of 6,171,824 shares of Class B Common Stock which
may be purchased under the Stock Purchase Agreement),
Highland's beneficial ownership represents 36.6%.
DORIS HOLDINGS, L.P. (AND, AS TO THE SAME SHARES, ELENI
ACQUISITION, INC.): Based on 50,328,343 shares of Class A
Common Stock outstanding, the beneficial ownership of each of
Doris and Eleni represents 4.8%.
HIGHLAND HOLDINGS II: Based on 50,328,343 shares of Class A
Common Stock outstanding, Highland II's beneficial ownership
represents 7.9%.
