<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1999
Registration No. 333-78027
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT
NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under THE SECURITIES ACT OF 1933
--------------
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 4841 23-2417713
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
</TABLE>
MAIN AT WATER STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
COLIN HIGGIN, ESQUIRE
DEPUTY GENERAL COUNSEL
ADELPHIA COMMUNICATIONS CORPORATION
MAIN AT WATER STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
CARL E. ROTHENBERGER, JR., ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
21ST FLOOR, 301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 562-8826
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
This Registration Statement has been filed pursuant to Rule 429 and relates
to a previously filed registration statement on Form S-3 (No. 333-74219).
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate of the expenses which will be incurred by
Adelphia in connection with the issuance and distribution of the securities
being registered.*
<TABLE>
<CAPTION>
Amount
------
<S> <C>
SEC filing fee................................................ $1,279,323
Trustee fees.................................................. 10,000
Blue Sky fees and expenses.................................... 20,000
Legal fees and expenses....................................... 200,000
Accounting fees and expenses.................................. 150,000
Printing and engraving expenses............................... 150,000
Miscellaneous expenses........................................ 50,000
----------
Total......................................................... $1,859,323
==========
</TABLE>
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*All amounts are estimated except for the SEC filing fee.
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides in general that
a corporation may indemnify its directors, officers, employees or agents
against expenditures (including judgments, fines, amounts paid in settlement
and attorneys' fees) made by them in connection with certain lawsuits to which
they may be made parties by reason of their being directors, officers,
employees or agents and shall so indemnify such persons against expenses
(including attorneys' fees) if they have been successful on the merits or
otherwise. The bylaws of Adelphia provide for indemnification of the officers
and directors of Adelphia to the full extent permissible under Delaware law.
Adelphia's Certificate of Incorporation also provides, pursuant to Section
102(b)(7) of the Delaware General Corporation Law, that directors of Adelphia
shall not be personally liable to Adelphia or its stockholders for monetary
damages for breach of fiduciary duty as a director for acts or omissions after
July 1, 1986, provided that directors shall nonetheless be liable for breaches
of the duty of loyalty, bad faith, intentional misconduct, knowing violations
of law, unlawful distributions to stockholders, or transactions from which a
director derived an improper personal benefit.
Item 16. Exhibits and Financial Statement Schedules
(a) The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
1.01 Forms of Underwriting Agreements To be filed by Form 8-K.
(File No. 0-16014)
4.01 The Certificate of Incorporation of Incorporated herein by reference
Adelphia Communications Corporation is Exhibit 3.01 to Registrant's
Current Report on Form 8-K dated
July 24, 1997. (File No. 0-16014)
4.02 Bylaws of Adelphia Communications Incorporated herein by reference
Corporation is Exhibit 3.02 to Registrant's
Current Report on Form 8-K for the
event dated April 9, 1999. (File
No. 0-16014)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
4.03 Senior Debt Indenture dated as of April 28, Incorporated herein by reference
1999, between Adelphia Communications is Exhibit 4.01 to Registrant's
Corporation and Bank of Montreal Trust Current Report on Form 8-K for
Company, Trustee event dated April 28, 1999 (File
No. 0-16104)
4.04 Form of Subordinated Debt Indenture between Incorporated herein by reference
Adelphia Communications Corporation is Exhibit 4.03 to Registration
Statement No. 333-57849.
4.05 Certificate of Designations for 5 1/2% Incorporated herein by reference
Series D Convertible Preferred Stock is Exhibit 3.01 to Registrant's
Current Report on Form 8-K for the
event dated April 28, 1999. (File
No. 0-16104)
5.01 Opinion of Buchanan Ingersoll Professional Previously filed.
Corporation
12.01 Computation of Ratio of Earnings to Incorporated herein by reference
Combined Fixed Charges and Preferred Stock is Exhibit 12.01 to Registration
Dividends Statement No. 333-72005
23.01 Consent of Buchanan Ingersoll Professional Previously filed.
Corporation (included in Exhibit 5.01)
23.02 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of Adelphia
and Olympus
23.03 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of Century
23.04 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of Harron
23.05 Consent of KPMG LLP with respect to Previously filed.
financial statements of FrontierVision
24.01 Power of Attorney (included on the Previously filed.
signature page of the Registration
Statement)
25.01 Statement of Eligibility of Trustee Filed herewith.
25.02 Statement of Eligibility of Trustee Incorporated herein by reference
is Exhibit 25.01 to Registrant's
Current Report on Form 8-K for the
event dated April 27, 1999.
</TABLE>
Item 17. Undertakings
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(d) Trust Indenture Application.
The undersigned Registrants hereby undertake to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment No. 1 to Registration Statement on Form
S-3 and has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Coudersport, Commonwealth of Pennsylvania, on the 13th day of May, 1999.
ADELPHIA COMMUNICATIONS CORPORATION
/s/ Timothy J. Rigas
By: _________________________________
Timothy J. Rigas, Executive Vice
President
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President and May 13, 1999
______________________________________ Chief Executive Officer
John J. Rigas
* Executive Vice President May 13, 1999
______________________________________ and Director
Michael J. Rigas
/s/ Timothy J. Rigas Executive Vice President, May 13, 1999
______________________________________ Chief Financial Officer,
Timothy J. Rigas Chief Accounting Officer,
Treasurer and Director
* Executive Vice President May 13, 1999
______________________________________ and Director
James P. Rigas
* Senior Vice President, May 13, 1999
______________________________________ Secretary and Director
Daniel R. Milliard
Director
______________________________________
Perry S. Patterson
Director
______________________________________
Pete J. Metros
Director
______________________________________
Dennis P. Coyle
* /s/ Timothy J. Rigas May 13, 1999
______________________________________
Timothy J. Rigas, Attorney-in-Fact
</TABLE>
II-4
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
No. Reference
------- ---------
<C> <S> <C>
1.01 Forms of Underwriting Agreements To be filed by Form 8-K.
(File No. 0-16014)
4.01 The Certificate of Incorporation of Incorporated herein by reference
Adelphia Communications Corporation is Exhibit 3.01 to Registrant's
Current Report on Form 8-K dated
July 24, 1997. (File No. 0-16014)
4.02 Bylaws of Adelphia Communications Incorporated herein by reference
Corporation is Exhibit 3.02 to Registrant's
Current Report on Form 8-K for the
event dated April 9, 1999. (File
No. 0-16014)
4.03 Senior Debt Indenture dated as of April 28, Incorporated herein by reference
1999, between Adelphia Communications is Exhibit 4.01 to Registrant's
Corporation and Bank of Montreal Trust Current Report on Form 8-K for
Company, Trustee event dated April 28, 1999 (File
No. 0-16104)
4.04 Form of Subordinated Debt Indenture between Incorporated herein by reference
Adelphia Communications Corporation and is Exhibit 4.03 to Registration
Statement No. 333-57849.
4.05 Certificate of Designations for 5 1/2% Incorporated herein by reference
Series D Convertible Preferred Stock is Exhibit 3.01 to Registrant's
Current Report on Form 8-K for the
event dated April 28, 1999. (File
No. 0-16104)
5.01 Opinion of Buchanan Ingersoll Professional Previously filed.
Corporation
12.01 Computation of Ratio of Earnings to Incorporated herein by reference
Combined Fixed Charges and Preferred Stock is Exhibit 12.01 to Registration
Dividends Statement No. 333-72005.
23.01 Consent of Buchanan Ingersoll Professional Previously filed.
Corporation (included in Exhibit 5.01)
23.02 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of Adelphia
and Olympus
23.03 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of Century
23.04 Consent of Deloitte & Touche LLP with Previously filed.
respect to financial statements of Harron
23.05 Consent of KPMG LLP with respect to Previously filed.
financial statements of FrontierVision
24.01 Power of Attorney (included on the Previously filed.
signature page of the Registration
Statement)
25.01 Statement of Eligibility of Trustee Filed herewith.
25.02 Statement of Eligibility of Trustee Incorporated herein by reference
is Exhibit 25.01 to Registrant's
Current Report on Form 8-K for the
event dated April 27, 1999.
</TABLE>
<PAGE>
EXHIBIT 25.01
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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/ Peter Morse
----------------------------------
Peter Morse
Vice President
<PAGE>
EXHIBIT "D"
STATEMENT OF CONDITION
BANK OF MONTREAL TRUST COMPANY
NEW YORK
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Due From Banks $ 2,370,653
Investment Securities:
State & Municipal 15,681,498
Other 100
-----------
Total Securities 15,681,598
Loans and Advances
Federal Funds Sold 3,600,000
Overdrafts 17,873
-----------
Total Loans and Advances 3,617,873
Investment in Harris Trust, NY 9,270,606
Premises and Equipment 456,041
Other Assets 2,563,377
-----------
12,290,024
TOTAL ASSETS $33,960,148
LIABILITIES
Trust Deposits 7,325,695
Other Liabilities 878,941
-----------
TOTAL LIABILITIES 8,204,636
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and
Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 20,368,086
Equity - Municipal Gain/Loss 165,238
-----------
TOTAL CAPITAL ACCOUNTS 25,755,512
TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $33,960,148
- ------------------------------------------ -----------
</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
December 31,1998
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
