SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
March 5, 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).
<PAGE>
2
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.
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power 32,800,474 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**
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
35,119,625**
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
56.3%
(14) Type of Reporting Person (See Instructions)
00
**See Item 5 and Schedule C for further explanation.
<PAGE>
3
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
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power 6,216,855 Shares
Shares
Beneficially (8) Shared Voting Power 28,982,770 Shares
Owned by
Each (9) Sole Dispositive Power 5,856,755 Shares
Reporting
Person With (10) Shared Dispositive Power 24,486,330 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
30,343,085 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 17,990,230 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)
52.6%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
4
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
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,818,221--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 25,557,851--for election of directors only.
Person 23,739,630--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
24,486,330
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,304,551 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 17,990,230 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)
49.0%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
5
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
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,818,221--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 25,557,851--for election of directors only.
Person 23,739,630--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
24,486,330
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,304,551 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 17,990,230 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)
49.0%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
6
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
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,053,685--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 24,793,315--for election of directors only.
Person 23,739,630--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
1,053,685
(10) Shared Dispositive Power
24,486,330
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
25,540,015 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 17,990,230 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)
48.3%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
9
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
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 165,413--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 22,253,592--for election of directors only.
Person 22,088,179--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
165,413
(10) Shared Dispositive Power
22,088,179
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
22,253,592 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 17,990,230 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)
42.8%
(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
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
(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
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
(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)
5.7%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
10
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
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
(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)
5.7%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
18
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
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 17,990,230 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 17,990,230 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
17,990,230 (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)
34.8%
(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
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
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
(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)
9.4%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
This Schedule 13D Amendment No. 8 ("Amendment No. 8") relates
to the Class A Common Stock, par value $.01 per share, of Adelphia
Communications Corporation, a Delaware corporation (the "Company"). This
Amendment No. 8 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. 7 ("Amendment No.
7" and, collectively with the Original Schedule 13D and Amendments Nos. 1, 2, 3,
4, 5 and 6 thereto, the "Schedule 13D Filings") by the Limited Purpose Group and
the other filing parties thereto.
The descriptions contained in this Amendment No. 8 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. 8 reflects the
issuance, since Amendment No. 7, of 1,000,000 shares of Class A Common Stock by
the Company on February 23, 1999.
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").
<PAGE>
(a) See Schedule A attached hereto for each other person filing this Amendment
No. 8.
(b) See Schedule A for the residence or business address of each other person
filing this Amendment No. 8.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
4. PURPOSE OF TRANSACTION
Not Applicable.
5. INTEREST IN SECURITIES OF THE ISSUER
Not Applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On March 5, 1999, the Company announced that it had entered
into a definitive agreement (the "Merger Agreement") to acquire Century
Communications Corp. by merger (the "Merger"). This transaction is subject to
shareholder approval by Century and Adelphia and other customary closing
conditions. (See Forms 8-K filed by the Company filed on March 5, 1999 and March
9, 1999).
In connection with the Merger, on March 5, 1999, John Rigas,
Michael Rigas, Timothy Rigas and James Rigas (the "Rigas Parties") entered into
a Class B Voting Agreement with Century Communications Corp. ("Voting
Agreement"). In the Voting Agreement, the Rigas Parties agreed to vote their
shares of Class B Common Stock of the Company (i) in favor of all items or
proposals of the Company necessary to effect the Merger, including the calling
of any stockholder meetings, and (ii) against any amendment to the Company's
charter and bylaws or other proposal, which would impede, frustrate, prevent or
nullify the Merger or the Merger Agreement or any of the transactions
contemplated thereby or change the voting rights of any class of capital stock
of the Company. The Voting Agreement, which is incorporated herein by reference
and is attached hereto as an exhibit under Item 7, will terminate on the earlier
of June 5, 2000, the effective time of the Merger, or the termination of the
Merger Agreement.
<PAGE>
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
14. Rigas Class B Voting Agreement, dated as of March 5, 1999,
among Century Communications Corp., John Rigas, Michael Rigas,
Timothy Rigas and James Rigas (incorporated herein by
reference is Exhibit 10.02 to the Form 8-K of Adelphia
Communications Corporation filed March 9, 1999 (Commission
File No. 000-16014)).
<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.
<TABLE>
<CAPTION>
<S> <C>
March 15, 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
March 15, 1999 /s/Michael J. Rigas
Date Signature
Michael J. Rigas, individually and as a member of the Limited Purpose Group
Name/Title
March 15, 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
March 15, 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
<PAGE>
March 15, 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
March 15, 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
March 15, 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
March 15, 1999 ELENI ACQUISITION, INC.
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
<PAGE>
March 15, 1999 HIGHLAND HOLDINGS
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
March 15, 1999 HIGHLAND HOLDINGS II
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Principal Occupation or Employment and Principal
Name and Business Address Business and Address
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 Executive Vice President
Main at Water Street Adelphia Communications Corporation
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, Chief Operating Officer and Secretary
Main at Water Street Hyperion Telecommunications, Inc.
Coudersport, Pennsylvania 16915 Main at Water Street
Coudersport, Pennsylvania 16915
</TABLE>
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 8)
21
1.
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 62,498,849 shares of Class A
Common Stock outstanding (which assumes 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, 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), the Limited Purpose Group's beneficial ownership represents
56.3%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING
PERSONS.
JOHN J. RIGAS: Based upon 57,645,309 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, 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
52.6%. 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
57.2%.
MICHAEL J. RIGAS AND TIMOTHY J. RIGAS: Based upon 53,678,275
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
and by Dorellenic into shares of Class A Common Stock, 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 49.0%.
JAMES P. RIGAS: Based upon 52,913,939 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, 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
48.3%.
<PAGE>
ELLEN K. RIGAS: Based upon 52,024,067 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,
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 42.8%.
DANIEL R. MILLIARD: Daniel R. Milliard's beneficial ownership
represents 0.0%.
HIGHLAND HOLDINGS: Based on 51,762,305 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),
Highland's beneficial ownership represents 34.8%.
DORIS HOLDINGS, L.P. (AND, AS TO THE SAME SHARES, ELENI
ACQUISITION, INC.): Based on 42,328,343 shares of Class A
Common Stock outstanding, SHHH's beneficial ownership
represents 5.7%.
HIGHLAND HOLDINGS II: Based on 42,328,343 shares of Class A
Common Stock outstanding, Highland II's beneficial
ownership represents 9.4%.
