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) April 21, 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)
Main at Water Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
<PAGE>
Item 5. Other Events
The Registrant made recent announcements, which were the subjects of
press releases which are being filed herewith as Exhibits 99.01 and 99.02 under
Item 7.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press Release dated April 21, 1999 announcing that the
Registrant is filing supplements to its shelf registration
statement with the Securities and Exchange Commission for
public offerings of $300,000,000 of Class A common Stock
and $200,000,000 of a new series of convertible preferred
stock.
99.02 Press Release dated April 21, 1999 announcing a proposed
offering of $300,000,000 aggregate principal amount of new
Senior Notes due 2009, and that it will be filing a
supplement to its shelf registration statement with the
Securities and Exchange Commission for the offering of the
Senior Notes due 2009.
<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: April 22, 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 April 21, 1999 announcing that the
Registrant is filing supplements to its shelf registration
statement with the Securities and Exchange Commission for
public offerings of $300,000,000 of Class A common Stock
and $200,000,000 of a new series of convertible preferred
stock .
99.02 Press Release dated April 21, 1999 announcing a proposed
offering of $300,000,000 aggregate principal amount of new
Senior Notes due 2009. and that it will be filing a
supplement to its shelf registration statement with the
Securities and Exchange Commission for the offering of the
Senior Notes due 2009.
Exhibit 99.01
ADELPHIA ANNOUNCES PUBLIC STOCK OFFERINGS
Coudersport, PA, April 21, 1999 -- Adelphia Communications Corporation
(NASDAQ-NNM: ADLAC) announced today that it is filing supplements to its shelf
registration statement with the Securities and Exchange Commission for public
offerings of $300,000,000 of Class A Common Stock and $200,000,000 of a new
series of convertible preferred stock. Each offering will be made only by means
of a prospectus.
The preliminary prospectus supplement for the common stock provides for an
offering by Adelphia of $300,000,000 of Adelphia's Class A Common Stock, prior
to the exercise of any underwriters' over-allotment option. For the Class A
Common Stock offering, Salomon Smith Barney will serve as Joint Lead Manager and
Sole Book Runner and Goldman, Sachs & Co. will serve as Joint Lead Manager, with
Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, Merrill Lynch & Co.,
Morgan Stanley Dean Witter, Credit Lyonnais Securities (USA) Inc., NationsBanc
Montgomery Securities LLC, and SG Cowen serving as Co-Managers for the common
offering.
The preliminary prospectus supplement for the convertible preferred stock
provides for a public offering of $200,000,000 of a new Series D Convertible
Preferred Stock of Adelphia, prior to the exercise of any underwriters'
over-allotment option. For the preferred stock offering, Salomon Smith Barney
will serve as Joint Lead Manager and Sole Book Runner and Credit Suisse First
Boston will serve as Joint Lead Manager, with CIBC World Markets, Goldman, Sachs
& Co., Lehman Brothers and NationsBanc Montgomery Securities LLC serving as
Co-Managers for the preferred 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 or the
Series D Convertible Preferred 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.
Exhibit 99.02
Adelphia Announces Offering of Senior Notes
COUDERSPORT, Pa., April 21, 1999-- Adelphia Communications Corporation
(Nasdaq: ADLAC) announced a proposed offering of $300,000,000 aggregate
principal amount of new Senior Notes due 2009. The Company announced that it
will be filing a supplement to its shelf registration statement with the
Securities and Exchange Commission for the offering of the Senior Notes due
2009. The offering will be made only by means of a prospectus. The Senior Notes
will be noncallable, and will have other non-interest terms that will be similar
to those of Adelphia's existing publicly held senior debt. Adelphia plans to use
the net proceeds to repay existing indebtedness of subsidiaries.
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 any securities referred to herein
in any state in which such offer, solicitation or sale would be unlawful.
Adelphia Communications Corporation is one of the largest cable television
operators in the United States .
CONTACT: Timothy J. Rigas, Executive Vice President of Adelphia Communications
Corporation, 814-274-9830
