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) March 5, 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.
On March 5, 1999, the Registrant announced its pending acquisition of Century
Communications Corporation in a press release which is attached hereto as
Exhibit 99.01 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
99.01 Press Release dated March 5, 1999 regarding the Registrant's
acquisition of Century Communications Corporation (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.
ADELPHIA COMMUNICATIONS CORPORATION
Date: March 5, 1999 By: /s/ Timothy J. Rigas
--------------------------
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
Exhibit 99.01
FOR IMMEDIATE RELEASE
Contact: Adelphia Communications Corporation
Timothy J. Rigas
Executive Vice President
(814) 274-9830
Century Communications Corp.
Scott N. Schneider
Chief Financial Officer
(202) 972-2002
ADELPHIA COMMUNICATIONS TO ACQUIRE
CENTURY COMMUNICATIONS FOR $5.2 BILLION
TO CREATE 5TH LARGEST U.S. CABLE COMPANY
Coudersport, PA and New Canaan, CT. March 5, 1999. Adelphia
Communications Corporation ("Adelphia") (NASDAQ:ADLAC) and Century
Communications Corp. ("Century") (NASDAQ:CTYA) today jointly announced the
signing of a definitive agreement for the merger of Century with Adelphia. The
transaction is valued at approximately $5.2 billion, including indebtedness of
approximately $1.6 billion being assumed. Adelphia will become the fifth largest
operator of cable television systems in the United States, serving approximately
4.7 million subscribers.
Pursuant to the Merger Agreement, Century's Class A Common stockholders
will receive cash of $9.16 per share and 0.6122 shares of Adelphia Class A
Common Stock (for a total market value of the consideration of $44.14 based on
yesterday's closing price of $57-1/8) for each share of Century Class A Common
Stock that they own, and Century's Class B Common stockholders will receive
$11.81 in cash and 0.6360 shares of Adelphia Class A Common Stock (for a total
market value of the consideration of $48.14 based on yesterday's close) for each
share of Century Class B Common Stock that they own. Following the Merger, the
former stockholders of Century will own approximately 48.7 million shares of the
Class A Common Stock of Adelphia.
John Rigas, Chairman and CEO of Adelphia, said " Leonard Tow and I have
been friends for more than two decades. Adding Mr. Tow to our Board of Directors
and as one of Adelphia's largest shareholders brings us incredible
opportunities. With the acquisition of Century, Adelphia's annual revenues will
exceed $2 billion and we will serve nearly 5 million customers. This transaction
strengthens the company financially and adds significant talent to our
management team. Adelphia's and Century's similar histories and cultures will
facilitate a rapid and smooth integration of our operations."
<PAGE>
Leonard Tow, Chairman and CEO of Century, said "We are extremely
pleased to be merging Century, after twenty-five years in operation as an
independent and innovative cable system operator, with Adelphia. Adelphia shares
our views with respect to the future of the industry, the opportunities for our
shareholders and the importance of our employees. The combination creates a
first-tier cable operation with approximately five million subscribers and
enormous potential for the future. More than 90% of the company's customers will
be concentrated in eleven major clusters."
After announcing in December 1998 that it was exploring strategic
alternatives to maximize shareholder value, Century's Board determined that the
combination of its cable operations with those of Adelphia provides the most
favorable outcome in terms of value to shareholders, as well as the potential to
provide enhanced value through the creation of a nationwide cable operator
capable of delivering advanced video and data services.
Donaldson, Lufkin & Jenrette served as financial advisor to Century.
Daniels & Associates served as advisor to Adelphia.
Century Communications Corp. owns and operates cable television systems
with significant concentrations of subscribers in California, Colorado and
Puerto Rico. Century recently entered into an agreement with
Tele-Communications, Inc. ("TCI") to create a 70%-owned joint venture which will
operate a cable system group serving approximately 800,000 subscribers in the
Los Angeles, CA area. Pro forma for the TCI venture, Century systems will serve
some 1.6 million subscribers.
Pro forma for the completion of the acquisition of Century and the
recently announced acquisition of FrontierVision Partners, L. P., Adelphia
Communications Corporation has grown to become the fifth largest cable
television company in the U.S., serving nearly 5 million customers. Adelphia's
current business operations include cable entertainment; competitive local
exchange telephone services; high-speed Internet access; long distance telephone
service; paging and security.
The Merger is subject to certain customary conditions, including the
approval of Century's shareholders and regulatory and other approvals. The
transaction is expected to close during the third calendar quarter of 1999.
This press release and additional information is available at
www.adelphia.net/finance/.
