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 23, 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, which is attached
hereto as Exhibit 99.01 and incorporated by reference herein, that Adelphia had
sold 8,000,000 newly issued shares of Class A Common Stock from its shelf
registration statement at an offering price of $61.75 per share (the "April
Equity Offering"). Net proceeds to the Company of approximately $486,100,000
from this offering will be used initially 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 common stock is expected to occur on April
28, 1999. The April Equity Offering is proceeding pursuant to a prospectus
supplement dated April 23, 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 April Equity Offering will represent the consumation of the
Company's previously announced offering of Class A Common Stock that was the
subject of (1) a press release on (and a Form 8-K for the event dated)
April 21, 1999 and (2) a preliminary prospectus supplement dated April 20, 1999
that was previously filed on April 21, 1999 under the Company's shelf
registration statement at File No. 333-74219.
(b) On April 23, 1999, Adelphia announced in a press release, which is attached
hereto as Exhibit 99.02 and incorporated by reference herein, that Adelphia had
sold $350,000,000 aggregate principal amount of new 7-7/8% Senior Notes due
2009. The Senior Notes due 2009 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. The transaction is expected to close on April 28,
1999. The offering is being made pursuant to a prospectus supplement to be filed
under the Company's shelf registration statement. Prospectuses may be obtained
from Chase Securities Inc., 270 Park Avenue, Fourth Floor, New York, New York
10017
Item 7. Financial Statements and Exhibits.
99.01 Press Release dated April 23, 1999 regarding the sale of Class A Common
Stock (Filed herewith)
99.02 Press Release dated April 23, 1999 regarding the sale of 7-7/8% Senior
Notes due 2009 (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 23, 1999 By: /s/ Timothy J. Rigas
--------------------------
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
<PAGE>
Exhibit Index
99.01 Press Release dated April 23, 1999 regarding the sale of Class A Common
Stock (Filed herewith)
99.02 Press Release dated April 23, 1999 regarding the sale of 7-7/8% Senior
Notes due 2009 (Filed herewith).
Exhibit 99.01
ADELPHIA ANNOUNCES STOCK OFFERING
Coudersport, PA, April 23, 1999 -- Adelphia Communications Corporation
(NASDAQ-NNM: ADLAC) announced today that it has sold 8,000,000 newly issued
shares of Class A Common Stock from its shelf registration statement at an
offering price of $61.75 per share. Net proceeds to the Company of approximately
$486,100,000 from this offering will be used initially 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 common stock is expected to occur
on April 28, 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
Class A Common 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 Sale of Senior Notes
COUDERSPORT, Pa., April 23, 1999-- Adelphia Communications Corporation
(Nasdaq: ADLAC) announced today that it has sold $350,000,000 aggregate
principal amount of new 7-7/8% Senior Notes due 2009. The Senior Notes due 2009
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. The transaction
is expected to close on April 28, 1999.
Adelphia Communications Corporation is one of the largest cable television
operators in the United States.
Prospectuses may be obtained from Chase Securities Inc., 270 Park Avenue, Fourth
Floor, New York, New York 10017. 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.
CONTACT: Timothy J. Rigas, Executive Vice President of Adelphia Communications
Corporation, 814-274-9830
