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 27, 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.
(a) On April 23, 1999, Adelphia announced in a press release that Adelphia had
sold $350,000,000 aggregate principal amount of new 7-7/8% Senior Notes due
2009. In connection with that offering and the Company's related shelf
Registration Statement at File No. 333-74219, the Company is filing the Form T-1
of the Trustee, the Bank of Montreal Trust Company as Exhibit 25.01 under Item 7
to this Form 8-K.
(b) On April 27, 1999, Adelphia announced that it has sold 2,500,000 newly
issued shares of 5-1/2% Series D Convertible Preferred Stock from its shelf
registration statement. The new Series D Convertible Preferred Stock has a
liquidation preference of $200.00 per share, and is convertible into Class A
Common Stock of Adelphia at a conversion price of $81.45 per share of Class A
Common Stock. Net proceeds to the Company of approximately $484,500,000 from
this offering will initially be invested in cash equivalents or used to repay
subsidiary bank debt, which the Company plans to reborrow to fund one or more of
its recently announced acquisitions. Closing of the sale of preferred stock is
expected to occur on April 30, 1999. The offering is being made pursuant to a
prospectus supplement dated April 26, 1999 to be filed under the Company's
effective shelf registration statement at File No. 333-74219. Prospectuses may
be obtained from Salomon Smith Barney, 388 Greenwich Street, New York, New York
10013. The press release announcing the sale of the Series D Convertible
Preferred Stock is being filed under Item 7 of this Form 8-K as Exhibit 99.01.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
25.01 Form T-1 Statement of Eligibility of Trustee,
relating to Registration Statement No. 333-74219
and the Registrant's 7-7/8% Senior Notes due 2009
(Filed herewith)
99.01 Press release dated April 27, 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.
ADELPHIA COMMUNICATIONS CORPORATION
Date: April 27, 1999 By: /s/ Timothy J. Rigas
--------------------------
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
<PAGE>
Exhibit Index
Exhibit No. Description
Exhibit No. Description
25.01 Form T-1 Statement of Eligibility of Trustee,
relating to Registration Statement No. 333-74219
and the Registrant's 7-7/8% Senior Notes due 2009
(Filed herewith)
99.01 Press release dated April 27, 1999 (Filed herewith)
Exhibit 25.01
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)___
BANK OF MONTREAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-4941093
(State of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification no.)
Wall Street Plaza, 88 Pine Street, 19th Floor
New York, New York 10005
(Address of trustee's principal executive offices) (Zip code)
Mark F. McLaughlin
Bank of Montreal Trust Company
Wall Street Plaza, 88 Pine Street 19th Floor
New York, NY 10005
(212) 701-7602
(Name, address and telephone number of agent for service)
------------------------------------
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 23-2417713
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Main at Water Street
Coudersport, Pennsylvania 16915
(Address of principal executive offices)
--------------------------------------
Senior Debt Securities
(Title of Indenture Securities)
- - --------------------------------------------------------------------------------
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York
33 Liberty Street, New York N.Y. 10045
State of New York Banking Department
2 Rector Street, New York, N.Y. 10006
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
A Copy of Organization Certificate of Bank of Montreal Trust
Company to transact business and exercise corporate trust
powers; incorporated herein by reference as Exhibit "A" filed
with Form T-1 Statement, Registration No. 33-46118
B. Copy of the existing By-Laws of Bank of Montreal Trust
Company; incorporated herein by reference as Exhibit "B" filed
with Form T-1 Statement, Registration No. 33-46118
C. The consent of the Trustee required by Section 321(b) of the
Act; incorporated herein by reference as Exhibit "C" with Form
T-1 Statement, Registration No. 33-46118
D. A copy of the latest report of condition of Bank of Montreal
Trust Company published pursuant to law or the requirements of
its supervising or examining authority, attached hereto as
Exhibit "D"
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Bank of Montreal Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 24th day
of September, 1998.
BANK OF MONTREAL TRUST COMPANY
By: /s/ Amy Roberts_____
Amy Roberts
Vice President
<PAGE>
<TABLE>
<CAPTION>
Exhibit D
STATEMENT OF CONDITION
BANK OF MONTREAL TRUST COMPANY
NEW YORK
------------------------------------------
ASSETS
<S> <C>
Due from Banks $ 677,400
------------
Investment Securities:
State & Municipal 16,513,582
Other 100
------------
Total Securities $ 16,513,682
Loans and Advances:
Federal Funds Sold 20,900,000
Overdrafts 12,169
------------
Total Loans and Advances 20,912,169
Investment in Harris Trust, NY 8,725,608
Premises and Equipment 475,614
Other Assets 2,636,845
------------
11,838,067
TOTAL ASSETS $ 49,941,318
============
LIABILITIES
Trust Deposits $ 8,191,549
Other Liabilities 16,944,443
------------
TOTAL LIABILITIES $ 25,135,992
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 19,605,350
Equity-Municipal Gain/Loss (22,212)
------------
TOTAL CAPITAL ACCOUNTS $ 24,805,326
============
TOTAL LIABILITY AND CAPITAL ACCOUNTS $ 49,941,318
============
</TABLE>
I, Mark F. McLaughlin, Vice President, of the above-named bank do
hereby declare that this Report of Condition is true and correct to the best of
my knowledge and belief.
Mark F. McLaughlin
June 30, 1998
<PAGE>
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declared that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.
Sanjiv Tandon
Kevin O. Healy
Steven R. Rothbloom
Exhibit 99.01
ADELPHIA ANNOUNCES INCREASE TO PREFERRED STOCK OFFERING
Coudersport, PA, April 27, 1999 -- Adelphia Communications Corporation
(NASDAQ-NNM: ADLAC) announced today that it has increased its offering of newly
issued shares of 5-1/2% Series D Convertible Preferred Stock from its shelf
registration statement. The Company announced that it has sold 2,500,000 shares
of the preferred stock, an increase from the previously announced 2,000,000
shares, excluding any underwriters overallotment option. The new 5-1/2% Series D
Convertible Preferred Stock has a liquidation preference of $200.00 per share,
and is convertible into Class A Common Stock of Adelphia at a conversion price
of $81.45 per share of Class A Common Stock. Total net proceeds to the Company
of approximately $484,500,000 from this increased offering will initially be
invested in cash equivalents or used to repay subsidiary bank debt, which the
Company plans to reborrow to fund one or more of its recently announced
acquisitions. Closing of the sale of preferred stock is expected to occur on
April 30, 1999.
Adelphia Communications Corporation is one of the largest cable television
operators in the United States.
Prospectuses may be obtained from Salomon Smith Barney, 388 Greenwich Street,
New York, New York 10013. 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
5-1/2% 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.
