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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADELPHIA COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 23-2417713
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Main at Water Street
Coudersport, Pennsylvania 16915
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of
class of securities pursuant to Section 12(b) of a class of securities pursuant to Section
the Exchange Act and is effective pursuant to 12(g) of the Exchange Act and is effective
General Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box. [_] please check the following box. [X]
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Securities Act registration statement file number to which the form relates is:
333-74219.
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class to be so Registered Name of Each Exchange on Which
Each Class is to be Registered
<S> <C>
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Securities to be registered pursuant to Section 12(g) of the Act:
5-1/2% Series D Convertible Preferred Stock ("Series D Preferred"),
$.01 par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A description of the Registrant's Series D Preferred is contained in the
Registrant's Prospectus Supplement filed pursuant to Rule 424(b)(5) on April 28,
1999 which relates to Amendment No. 1 to the Registrant's registration statement
on Form S-3 filed with the Securities and Exchange Commission on April 20, 1999
(File No. 333-74219) under the Securities Act of 1933, as amended, under the
caption "DESCRIPTION OF CONVERTIBLE PREFERRED STOCK," and is hereby incorporated
herein by reference.
Item 2. Exhibits.
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1. Certificate of Incorporation of Adelphia Communications
Corporation (Incorporated herein by reference is Exhibit 3.01 to
the Registrant's Current Report on Form 8-K dated July 24, 1997.)
(File No. 0-16014).
2. Bylaws of Adelphia Communications Corporation (Incorporated by
reference into Exhibit 3.02 to the Registrant's Current Report on
Form 8-K for the event dated April 9, 1999.) (File No. 0-16014).
3. Certificate of Designations for 5 1/2% Series D Convertible
Preferred Stock, par value $.01 per share (Incorporated herein by
reference is Exhibit 3.01 from the Registrant's Current Report on
Form 8-K for the event dated April 28, 1999.) (File No. 0-16014).
4. Specimen Stock Certificate of the Registrant's Series D Preferred
Stock (filed herewith).
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Timothy J. Rigas
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Name: Timothy J. Rigas
Title: Executive Vice President, Chief Accounting
Officer, Chief Financial Officer and
Treasurer
Dated: April 30, 1999
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EXHIBIT INDEX
1. Certificate of Incorporation of Adelphia Communications Corporation
(Incorporated herein by reference is Exhibit 3.01 to the Registrant's
Current Report on Form 8-K dated July 24, 1997.) (File No. 0-16014).
2. Bylaws of Adelphia Communications Corporation (Incorporated by
reference into Exhibit 3.02 to the Registrant's Current Report on Form
8-K for the event dated April 9, 1999.) (File No. 0-16014).
3. Certificate of Designations for 5 1/2% Series D Convertible Preferred
Stock, par value $.01 per share (Incorporated herein by reference is
Exhibit 3.01 from the Registrant's Current Report on Form 8-K for the
event dated April 28, 1999.) (File No. 0-16014).
4. Specimen Stock Certificate of the Registrant's Series D Preferred
Stock (filed herewith).
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EXHIBIT 4
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Number Shares
ADP
__________
ADELPHIA COMMUNICATIONS CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
5-1/2% SERIES D CONVERTIBLE CUSIP 006848 40 2
PREFERRED STOCK SEE REVERSE FOR CERTAIN DEFINITIONS
(LIQUIDATION PREFERENCE $200)
This is to Certify that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE 5-1/2% SERIES D CONVERTIBLE
PREFERRED STOCK (LIQUIDATION PREFERENCE $200) OF THE PAR VALUE OF ONE CENT PER
SHARE OF ADELPHIA COMMUNICATIONS CORPORATION transferable on the books of the
Corporation by the holder hereof, in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.
WITNESS, the seal of the Corporation and the signatures of its duly authorized
officers.
DATED:
[SEAL] /s/ DANIEL R. MILLIARD /s/ JOHN J. RIGAS
Daniel R. Milliard John J. Rigas
Senior Vice President and Secretary President
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
By: AUTHORIZED SIGNATURE
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ADELPHIA COMMUNICATIONS CORPORATION will furnish to any stockholder upon request
to its principal office, and without charge, a full statement of the
designations, preferences, limitations and relative rights of each class
authorized, and of the variations in the relative rights and preferences between
the shares of each preferred or special class in series, so far as the same have
been fixed and determined, and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent series.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT - as tenants by the entireties ---------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts to Minors
tenants in common
Act
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(State)
Additional abbreviations may also be used though not in the above list.
For value received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address including postal zip code of assignee
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated,____________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
The undersigned hereby irrevocably exercise(s) the right to convert _____
Shares of the 5 1/2% Series D Convertible Preferred Stock ($200 Liquidation
Preference) represented by this certificate into Class A Common Stock of
Adelphia Communications Corporation in accordance with the terms of the 5 1/2%
Series D Convertible Preferred Stock ($200 Liquidation Preference) relating
thereto.
Date: Signature:
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