1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
January 14, 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)
57.2%
(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 X
Certain Shares 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)
53.6%
(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
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 25,557,851--for election of directors
Person only.
3,739,630--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
24,486,330
(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)
49.9%
(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
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 25,557,851--for election of directors
Person only.
23,739,630--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,818,221
(10) Shared Dispositive Power
24,486,330
(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)
49.9%
(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
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 24,793,315--for election of directors
only.
Person 23,739,630--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
1,053,685
(10) Shared Dispositive Power
24,486,330
(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)
49.2%
(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
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 22,253,592--for election of directors
Person only.
22,088,179--for all other voting purposes
With (see Item 5).
(9) Sole Dispositive Power
165,413
(10) Shared Dispositive Power
22,088,179
(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)
43.6%
(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)
5.8%
(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)
5.8%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
19
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)
35.4%
(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)
9.7%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
This Schedule 13D Amendment No. 7 ("Amendment No. 7") relates
to the Class A Common Stock, par value $.01 per share, of Adelphia
Communications Corporation, a Delaware corporation (the "Company"). This
Amendment No. 7 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. 6 ("Amendment No.
6" and, collectively with the Original Schedule 13D and Amendments Nos. 1, 2, 3,
4 and 5 thereto, the "Schedule 13D Filings") by the Limited Purpose Group and
the other filing parties thereto.
The descriptions contained in this Amendment No. 7 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.
2. IDENTITY AND BACKGROUND
Ionian Communications, L.P., Iliad Holdings, Inc. and Syracuse
Hilton Head Holdings, L.P. no longer beneficially own any shares of Adelphia
common stock, as a result of an internal reorganization. The shares in which
they formerly had an interest continue to be held by Doris Holdings, L.P.
("Doris"), which 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. 7.
(b) See Schedule A for the residence or business address of each other person
filing this Amendment No. 7.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On January 14, 1999, Highland II purchased 4,000,000 shares of Class A
Common Stock from the Company, at a price per share of $43.25. The purchase
price for such shares sold to Highland II was paid to the Company in cash and
was provided by margin loans to Highland II by Goldman, Sachs & Co. and its
affiliates.
(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. 7. 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 II acquired its 4,000,000 shares of Class A Common
Stock for investment purposes and such shares form part of the Rigas family
holdings of Common Stock and Series C Convertible Preferred Stock of the
Company. The general partners of Highland II were all filing persons prior to
this Amendment No. 7.
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, both prior to and after the above-referenced
acquisition, 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 referenced in Items 6 and 7 herein.
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 shares of Class A Common Stock and Series C Preferred Stock.
The Class B Common Stock and the 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
<PAGE>
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 February 16,
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 (as defined in Item 6 below) is subject to certain
provisions of the Stockholders' Agreement 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.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The 4,000,000 shares of Class A Common Stock were purchased by
Highland II from the Company pursuant to a Direct Purchase Agreement dated
January 11, 1999 ("Purchase Agreement") between Highland II and the Company. In
connection with such transaction, the Company also sold 4,600,000 shares of
Class A Common Stock on January 14, 1999 to Goldman, Sachs & Co. for resale to
the public.
Highland II has pledged 4,000,000 shares and Doris has pledged
2,398,151 shares of Class A Common Stock to Goldman, Sachs & Co. (the "Pledgee")
as collateral for margin loans described in Item 3 hereof. Such margin loans are
also guaranteed by Doris. Pursuant to such margin loans and related pledge
documentation, the Pledgee has certain rights, upon default and after notice and
opportunity to cure, to vote the pledged shares and to foreclose on such
<PAGE>
collateral and, pursuant thereto, to take possession of, to vote or to dispose
of pledged shares to satisfy amounts outstanding under the respective margin
loans. For these purposes, the Pledgee's rights to sell pledged shares include
the right to do so upon the failure to maintain any required collateral value
for such margin loans. The Company has agreed to file and maintain an effective
shelf registration statement covering the potential resale of any such pledged
shares for so long as any such margin loans remain outstanding.
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
13. Purchase Agreement dated January 11, 1999, between the Company
and Highland Holdings II (incorporated herein by reference is
Exhibit 10.06 to the Form 8-K of Adelphia Communications
Corporation filed January 13, 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>
February 18, 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
February 18, 1999 /s/Michael J. Rigas
Date Signature
Michael J. Rigas, individually and as a member of the Limited Purpose Group
Name/Title
February 18, 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
February 18, 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
February 18, 1999 /s/Michael J. Rigas
Date Signature
<PAGE>
Ellen K. Rigas, individually and as a member of the Limited Purpose Group by
Michael J. Rigas, Attorney-in-Fact
Name/Title
February 18, 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
February 18, 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
February 18, 1999 ELENI ACQUISITION, INC.
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
<PAGE>
February 18, 1999 HIGHLAND HOLDINGS
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
February 18, 1999 HIGHLAND HOLDINGS II
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 7)
20
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 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 B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 7)
21
NONE
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 7)
29
1. AMOUNT BENEFICIALLY OWNED
LIMITED PURPOSE GROUP. The Limited Purpose Group is deemed to
beneficially own 35,199,625 shares of the Class A Common Stock of the Company,
which number includes 97,949 shares of Class A Common Stock beneficially owned
by Dorellenic, 17,990,230 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
35,119,625 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
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. 7 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 30,343,085,
26,304,551, 26,304,551, 25,540,015, 22,253,592 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
general partners and 17,990,230 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. 7, gives John J. Rigas beneficial ownership
of a total of 35,199,625 shares of Class A Common Stock.
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 61,498,849 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
57.2%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING PERSONS.
JOHN J. RIGAS: Based upon 56,645,309 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
53.6%. 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 52,678,275
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 49.9%.
JAMES P. RIGAS: Based upon 51,913,939 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
49.2%.
ELLEN K. RIGAS: Based upon 51,024,067 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 43.6%.
DANIEL R. MILLIARD: Daniel R. Milliard's beneficial ownership
represents 0.0%.
HIGHLAND HOLDINGS: Based on 50,762,305 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 35.4%.
DORIS HOLDINGS, L.P. (AND, AS TO THE SAME SHARES, ELENI
ACQUISITION, INC.): Based on 41,328,343 shares of Class A
Common Stock outstanding, SHHH's beneficial ownership
represents 5.8%.
HIGHLAND HOLDINGS II: Based on 41,328,343 shares of Class A
Common Stock outstanding, Highland II's beneficial
ownership represents 9.7%.
3.
<PAGE>
NUMBER OF SHARES AS TO WHICH SUCH PERSONS HAVE:
(a) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
<TABLE>
<CAPTION>
<S> <C>
LIMITED PURPOSE GROUP 32,800,474
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 6,216,855
Michael J. Rigas: 0 -- for election of directors
1,818,221 -- for all other voting power purposes
Timothy J. Rigas: 0 -- for election of directors
1,818,221 -- for all other voting power purposes
James P. Rigas: 0 -- for election of directors
1,053,685 -- for all other voting power purposes
Ellen K. Rigas: 0 -- for election of directors
165,413 -- for all other voting power purposes
Daniel R. Milliard: 0
Highland Holdings: 0
Doris Holdings, L.P. (and Eleni Acquisition, 0
Inc.):
Highland Holdings II: 0
(b) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
LIMITED PURPOSE GROUP: 2,399,151
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 28,982,770
Michael J. Rigas: 25,557,871 -- for the election of directors only
23,739,630 -- for all other voting power purposes
Timothy J. Rigas: 25,557,851 -- for the election of directors only
23,739,630 -- for all other voting power purposes
James P. Rigas: 24,793,315 -- for the election of directors only
23,739,630 -- for all other voting power purposes
Ellen K. Rigas: 22,253,592-- for the election of directors only
22,088,179-- for all other voting power purposes
Daniel R. Milliard: 1,000
Highland Holdings: 17,990,230
Doris Holdings, L.P. (and Eleni Acquisition, 2,398,151
Inc.):
Highland Holdings II: 4,000,000
(c)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
<S> <C>
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 5,856,755
Michael J. Rigas: 1,818,221
Timothy J. Rigas: 1,818,221
James P. Rigas: 1,053,685
Ellen K. Rigas: 165,413
Daniel R. Milliard: 0
Highland Holdings: 0
Doris Holdings, L.P. (and Eleni Acquisition, 0
Inc.):
Highland Holdings II: 0
See also Item 6 and this Schedule C for certain
provisions governing the disposition of shares of
Common Stock.
(d)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF:
<S> <C>
LIMITED PURPOSE GROUP: 0
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL
REPORTING PERSONS:
John J. Rigas: 24,486,330
Michael J. Rigas: 24,486,330
Timothy J. Rigas: 24,486,330
James P. Rigas: 24,486,330
Ellen K. Rigas: 22,088,179
Daniel R. Milliard: 1,000
Highland Holdings: 17,990,230
Doris Holdings, L.P. (and Eleni Acquisition, 2,398,151
Inc.):
Highland Holdings II: 4,000,000
See also Item 6 and this Schedule C for certain
provisions governing the disposition of shares of
Common Stock.
</TABLE>
