SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) October 1, 1999
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16014 23-2417713
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
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Item 5. Other Events.
Adelphia Communications Corporation announced in a press release on October 1,
1999 the pricing terms of its previously announced public offering of Class A
Common Stock. The final prospectus supplement for the transaction provides for a
public offering by Adelphia of 6,000,000 shares of Adelphia's Class A Common
Stock at a public offering price of $57.00 per share, prior to the exercise of
any underwriters' over-allotment option. Closing of the public offering is
expected to occur on October 6, 1999.
In addition to 6,000,000 shares of Class A Common Stock to be sold by Adelphia
to the public, members of the family of John Rigas, Chairman of Adelphia, have
entered into an agreement to purchase 2,500,000 shares of Class B Common Stock
at a price per share equal to $55.00 (the public offering price less the
underwriting discount in the Class A Common Stock public offering) plus an
interest factor. The closing on the Rigas purchase of Class B Common Stock is to
occur within 270 days after the closing of the abovementioned public offering of
Class A Common Stock.
The announcement was contained in a press release, a copy of which is attached
to this Form 8-K and filed herewith under Item 7 as Exhibit 99.01.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press Release dated October 1, 1999 (Filed Herewith).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 1, 1999 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.01 Press Release dated October 1, 1999 (Filed Herewith).
Exhibit 99.01
ADELPHIA ANNOUNCES PUBLIC STOCK OFFERING
Coudersport, PA, October 1, 1999 -- Adelphia Communications Corporation
(NASDAQ-NNM: ADLAC) announced today the pricing terms of its previously
announced public offering of Class A Common Stock. The final prospectus
supplement for the transaction provides for a public offering by Adelphia of
6,000,000 shares of Adelphia's Class A Common Stock at a public offering price
of $57.00 per share, prior to the exercise of any underwriters' over-allotment
option. Closing of the public offering is expected to occur on October 6, 1999.
In addition to 6,000,000 shares of Class A Common Stock to be sold by Adelphia
to the public, members of the family of John Rigas, Chairman of Adelphia, have
entered into an agreement to purchase 2,500,000 shares of Class B Common Stock
at a price per share equal to $55.00 (the public offering price less the
underwriting discount in the Class A Common Stock public offering) plus an
interest factor. The closing on the Rigas purchase of Class B Common Stock is to
occur within 270 days after the closing of the abovementioned public offering of
Class A Common Stock.
Salomon Smith Barney is serving as Joint Lead Manager and Sole Book Runner in
the Class A Common Stock offering and Credit Suisse First Boston and Goldman,
Sachs & Co. will serve as Joint Lead Managers, with Bank of America Securities
LLC, Donaldson, Lufkin and Jenrette, Lehman Brothers, Merrill Lynch & Co.,
Morgan Stanley Dean Witter, CIBC World Markets, Credit Lyonnais Securities (USA)
Inc., First Union Securities Inc. and SG Cowen serving as Co-Managers for
the Class A Common Stock offering.
Adelphia Communications Corporation is one of the largest cable television
operators in the United States.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Class A Common Stock in any
State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
Contact: Timothy J. Rigas, Executive Vice President and Chief Financial Officer
of Adelphia, (814) 274-9830.
