SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
ADELPHIA COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
006848 10 5
(CUSIP Number)
Carl E. Rothenberger, Jr., Esq.
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Phone: (412) 562-8826
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box__ .
Check the following box if a fee is being paid with the statement__. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Person S.S. or I.R.S. Identification No. of
Above Person
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P.
Rigas and Ellen K. Rigas (collectively, the "Limited
Purpose Group")
(2) Check the Appropriate Box if a Member of a Group (a)
(b)X
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
The members of the Limited Purpose Group are citizens of the
United States of America.
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 41,799,928 Shares
Shares
Beneficially (8) Shared Voting Power 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0**
Reporting
Person With (10) Shared Dispositive Power 0**
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
44,198,079**
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
31.4%
(14) Type of Reporting Person (See Instructions)
00
**See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
John J. Rigas
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States of America
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 6,250,987 Shares
Shares
Beneficially (8) Shared Voting Power 37,947,092 Shares
Owned by
Each (9) Sole Dispositive Power 5,890,887 Shares
Reporting
Person With (10) Shared Dispositive Power 33,387,852 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
39,278,739 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 20,990,230 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which John J. Rigas is a general
partner, and 5,901,522 shares beneficially owned by Highland
2000, L.P. and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., each a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes X
Certain Shares Excludes 4,919,340 shares beneficially owned by
other members of the Limited Purpose Group for which John J.
Rigas shares the right to vote for the election of directors
and as to which shares he disclaims beneficial ownership.***
(13) Percent of Class Represented by Amount in Row (11)
28.9%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Michael J. Rigas
(2) Check the Appropriate Box if a Member of a Group (a)X **
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
<TABLE>
<S> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,834,171--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 34,475,323--for election of directors only.
Person 32,641,152--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
1,834,171
(10) Shared Dispositive Power
33,387,852
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
35,222,023 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 20,990,230 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which Michael J. Rigas is a general
partner, and 5,901,522 shares beneficially owned by Highland
2000, L.P. and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., each a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
26.7%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Timothy J. Rigas
(2) Check the Appropriate Box if a Member of a Group (a) X**
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
<TABLE>
<S> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,834,171--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 34,475,323--for election of directors only.
Person 32,641,152--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
1,834,171
(10) Shared Dispositive Power
33,387,852
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
35,222,023 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 20,990,230 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which Timothy J. Rigas is a general
partner, and 5,901,522 shares beneficially owned by Highland
2000, L.P. and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., each a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
26.7%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
James P. Rigas
(2) Check the Appropriate Box if a Member of a Group (a) X**
(b)
**Solely with respect to voting for the election of directors. See Item 5 for
further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
<TABLE>
<S> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 1,069,635--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 33,710,787--for election of directors only.
Person 32,641,152--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
1,069,635
(10) Shared Dispositive Power
33,387,852
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
34,457,487 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 20,990,230 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which James P. Rigas is a general
partner, and 5,901,522 shares beneficially owned by Highland
2000, L.P. and 2,398,151 shares beneficially owned by Doris
Holdings, L.P., each a limited partnership).***
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
26.3%
(14) Type of Reporting Person (See Instructions)
IN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Ellen K. Rigas
(2) Check the Appropriate Box if a Member of a Group (a)X**
(b)
**Solely with respect to voting for the election of directors.
See Item 5 for further explanation.
(3) SEC Use Only
(4) Source of Funds
PF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
<TABLE>
<S> <C>
Number of (7) Sole Voting Power
Shares 0--for election of directors only.
Beneficially 181,363--for all other voting purposes (see Item 5).
Owned by
Each (8) Shared Voting Power
Reporting 31,171,064--for election of directors only.
Person 30,989,701--for all other voting purposes (see Item 5).
With
(9) Sole Dispositive Power
181,363
(10) Shared Dispositive Power
30,989,701
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
31,171,064 (which includes 97,949 shares beneficially owned by
Dorellenic, 4,000,000 shares beneficially owned by Highland
Holdings II, and 20,990,230 shares beneficially owned or
deemed to be beneficially owned by Highland Holdings, each a
general partnership in which Ellen K. Rigas is a general
partner), and 5,901,522 shares beneficially owned by Highland
2000, L.P., a limited partnership.
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
24.0%
(14) Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland 2000, L.P.
(2) Check the Appropriate Box if a Member of a Group (a) **
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 5,901,522 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 5,901,522 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,901,522
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
5.0%
(14) Type of Reporting Person (See Instructions)
PN
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland 2000, LLC
(2) Check the Appropriate Box if a Member of a Group (a) **
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
United States of America
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 5,901,522 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 5,901,522 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,901,522
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
5.0%
(14) Type of Reporting Person (See Instructions)
00
***See Item 5 and Schedule C for further explanation.
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Doris Holdings, L.P.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
2.1%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Eleni Acquisition, Inc.
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 2,398,151 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 2,398,151 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,398,151
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
2.1%
(14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland Holdings
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
Commonwealth of Pennsylvania
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 20,990,230 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 20,990,230 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,990,230 (including 500,000 owned directly, 9,433,962 deemed
beneficially owned by Highland Preferred Communications,
L.L.C., a 100% owned subsidiary, 8,506,268 held by Highland
Communications, L.L.C., a 100% owned subsidiary, and 50,000
owned by Bucktail Broadcasting Corporation, a majority owned
subsidiary of Highland Holdings).
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
16.9%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
CUSIP No.: 006848 10 5
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Highland Holdings II
(2) Check the Appropriate Box if a Member of a Group (a)
(b)
(3) SEC Use Only
(4) Source of Funds
PF/AF/00
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
State of Delaware
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 4,000,000 Shares
Owned by
Each (9) Sole Dispositive Power 0 Shares
Reporting
Person With (10) Shared Dispositive Power 4,000,000 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
(13) Percent of Class Represented by Amount in Row (11)
3.6%
(14) Type of Reporting Person (See Instructions)
PN
<PAGE>
This Schedule 13D Amendment No. 10 ("Amendment No. 10")
relates to the Class A Common Stock, par value $.01 per share, of Adelphia
Communications Corporation, a Delaware corporation (the "Company"). This
Amendment No. 10 amends and supplements the Schedule 13D previously filed with
the Commission on May 27, 1988 (the "Original Schedule 13D"), as amended by
amendments filed thereto through and including Amendment No. 9 (collectively,
the "Schedule 13D Filings") by the Limited Purpose Group and the other filing
parties thereto.
The descriptions contained in this Amendment No. 10 of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, which have been filed as
exhibits to the Schedule 13D, as amended hereby, and incorporated by reference
herein.
1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value
$.01 per share, of Adelphia Communications Corporation, whose principal
executive offices are located at One North Main Street, Coudersport,
Pennsylvania 16915. The shares of Class B Common Stock, par value $.01 per
share, of the Company are convertible into shares of Class A Common Stock on a
one-to-one basis. The Class A Common Stock is registered under the Securities
Exchange Act of 1934 while Adelphia's Class B Common Stock, par value $.01 per
share, has not been so registered. The information in this Amendment No. 10
reflects (i) the issuance, since Amendment No. 9, of 61,691,607 shares of Class
A Common Stock by the Company, (ii) closing under the stock purchase agreement
entered into by Highland Holdings and the Company on April 9, 1999, pursuant to
which Highland 2000, L.P. purchased 5,901,522 shares of Class B Common Stock
from the Company on January 21, 2000, (iii) the acquisition of 500,000 Class A
shares by Highland Holdings in October 1999 in the open market, (iv) the
acquisition in private transactions of an aggregate of 97,932 Class B shares in
December 1999 by the Rigas individuals and (v) the execution of a stock purchase
agreement by Highland Holdings to purchase 2,500,000 Class B shares.
2. IDENTITY AND BACKGROUND
Doris Holdings, L.P. ("Doris") is a Delaware limited
partnership whose general partner is Eleni Acquisition, Inc. ("Eleni"). Highland
2000, L.P. ("Highland 2000") is a Delaware limited partnership whose general
partner is Highland 2000, LLC, a Delaware limited liability company. All of the
individuals who are the executive officers, directors, controlling persons
and/or members of Eleni and Highland 2000, LLC are listed in Schedule A hereto.
The principal business and office address of each of Doris and Eleni is One
North Main Street, Coudersport, Pennsylvania 16915.
Highland Holdings ("Highland") and Highland Holdings II
("Highland II") are each a Pennsylvania general partnership. All of the
individuals who are the general partners of Highland and Highland II include
John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and Ellen K.
<PAGE>
Rigas, each of which is listed on Schedule A hereto. The principal business and
office address of both Highland and Highland II is One North Main Street,
Coudersport, Pennsylvania 16915. Highland is the sole member of Highland
Communications, L.L.C. ("HC") and Highland Preferred Communications, L.L.C.
("HPC"), Delaware limited liability companies which act solely by and through
Highland, the sole member, and Highland is the majority owner of Bucktail
Communications Corporation ("Bucktail").
(a) See Schedule A attached hereto for each other person filing this Amendment
No. 10.
(b) See Schedule A for the residence or business address of each other person
filing this Amendment No. 10.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) On October 1, 1999, Highland entered into an agreement ("Stock Purchase
Agreement") with the Company pursuant to which Highland (or its permitted
assignees) agreed to purchase 2,500,000 shares of Class B Common Stock from the
Company, at the price per share less the underwriting discount in the Company's
October 1999 public offering, which occurred on October 1, 1999 at a net price
of $55.00 per share. Highland has not yet purchased any of such stock under the
Stock Purchase Agreement.
(b) On January 21, 2000, Highland 2000 (pursuant to an assignment from Highland
Holdings) closed on the purchase of 5,901,522 shares of Class B Common Stock
under a stock purchase agreement between Highland and the Company dated April 9,
1999, for a purchase price of $60.76 plus interest, or an aggregate of
$375,000,000. The source of such funds were affiliate borrowings.
(c) On December 1, 1999, John Rigas, Michael Rigas, Timothy Rigas, James Rigas
and Ellen Rigas purchased 34,132, 15,950, 15,950, 15,950 and 15,950 shares of
Class B Common Stock, respectively, at $57.25 per share in a private
transaction. The source of such funds was the personal funds of each of such
persons.
(d) Schedule B annexed hereto sets forth any other acquisitions of Class A
Common Stock by the filing parties within the sixty days prior to the filing of
this Amendment No. 10. Unless otherwise noted on such Schedule B, any such
acquisitions were made on an individual basis for investment purposes in
over-the-counter open market transactions and the source of the purchase price
paid for each of these acquisitions was the respective personal funds of each of
such persons.
4. PURPOSE OF TRANSACTION
Highland 2000 and the Rigas individuals purchased the
above-described shares of Class B Common Stock, and Highland acquired the
above-described Class A Common Stock and intends to acquire shares of Class B
<PAGE>
Common Stock under the Stock Purchase Agreement, for investment purposes and
such shares will form part of the Rigas family holdings of Common Stock and
Series C Convertible Preferred Stock of the Company. The general partners of
Highland and the members of Highland 2000, LLC were all filing persons prior to
this Amendment No. 10.
The persons listed in Schedule A hereto (excluding Ellen K.
Rigas), both prior to and after the above-referenced acquisition, served and
continue to serve as directors and officers of the Company and in such
capacities are involved generally in the Company's management, business and
operations. The persons listed in Schedule A hereto, in their capacities as
Class A and Class B stockholders, had the power to elect nine of the ten members
of the Company's Board of Directors pursuant to the Company's Certificate of
Incorporation and the Stockholders' Agreement previously filed under Item 7
hereto and discussed in Schedule C hereto.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the persons listed in Schedule A hereto directly owns shares of
Class A Common Stock (other than James P. Rigas) and shares of Class B Common
Stock of the Company. Highland II, Doris and Eleni own only shares of Class A
Common Stock and Highland (through its subsidiaries) owns or is deemed to own
shares of Class A Common Stock, Class B Common Stock and Series C Preferred
Stock. Highland 2000, LLC and Highland 2000 directly own only Class B Common
Stock. The Class B Common Stock and the Series C Preferred Stock owned by
Highland, Highland 2000, Highland 2000, LLC and the persons on Schedule A is
convertible into shares of Class A Common Stock and is therefore treated for
purposes of this statement as beneficial ownership of shares of Class A Common
Stock. Schedule C hereto sets forth, with respect to the Limited Purpose Group,
each person listed in Schedule A, Highland II, Highland 2000, Highland 2000,
LLC, Doris, Eleni and Highland, the aggregate number of shares of Class A Common
Stock, and the percentage of outstanding Class A Common Stock, which may be
deemed to be beneficially owned by the Limited Purpose Group, each such person
and each such entity (in each case assuming that such person or entity alone
converts all of his, her or its shares of Class B Common Stock or Series C
Preferred Stock into shares of Class A Common Stock) as of the close of business
on January 28, 2000. Each person listed in Schedule A disclaims beneficial
ownership of shares of Class A and Class B Common Stock owned directly by other
persons listed in Schedule A.
(b) Schedule C sets forth with respect to the Limited Purpose Group, each person
listed in Schedule A and Highland II, Highland 2000, Highland 2000, LLC, Doris,
Eleni and Highland the number of shares of Class A Common Stock which may be
deemed to be beneficially owned by such persons as to which each person has (i)
the sole power to vote or to direct the vote; (ii) shared power to vote or to
direct the vote; (iii) sole power to dispose or to direct the disposition; and
(iv) shared power to dispose or to direct the disposition. The right of each
person listed in Schedule A to dispose of any shares of Common Stock is subject
to certain provisions of the Stockholders' Agreement previously filed under Item
7 and described in Schedule C. The right of Doris to vote or dispose of 940,000
shares is subject to the Proxy Agreement filed under Item 7 and described in
Schedule C. HPC and HC can act or take action with respect to shares held by
<PAGE>
them only by and through the actions of Highland, the sole member of each.
(c) Except as set forth in Item 3 and Schedule B hereto which are incorporated
herein by reference, no filing person has effected any transaction in the Class
A or Class B Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
(a) On October 1, 1999, Highland and the Company entered into
the Stock Purchase Agreement, pursuant to which Highland agreed to purchase
2,500,000 shares of Class B Common Stock of the Company as described above, on
or before July 2, 2000. The Stock Purchase Agreement is incorporated by
reference herein and is filed as an exhibit under Item 7.
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
17. Stock Purchase Agreement, dated as of October 1, 1999, between
Adelphia Communications Corporation and Highland Holdings
(incorporated herein by reference is Exhibit 10.01 to the Form
10-Q of Adelphia Communications Corporation for the Quarter
Ended September 30, 1999 (Commission File No. 000-16014)).
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
January 31, 2000 /s/ Michael J. Rigas
Date Signature
John J. Rigas, individually and as a
member of the Limited Purpose Group
by
Michael J. Rigas,
Attorney-in-Fact
Name/Title
January 31, 2000 /s/ Michael J. Rigas
Date Signature
Michael J. Rigas, individually and as
a member of the Limited Purpose Group
Name/Title
January 31, 2000 /s/ Michael J. Rigas
Date Signature
Timothy J. Rigas, individually and as
a member of the Limited Purpose Group
by
Michael J. Rigas, Attorney-in-Fact
Name/Title
January 31, 2000 /s/ Michael J. Rigas
Date Signature
James P. Rigas, individually and as
a member of the Limited Purpose Group
by
Michael J. Rigas, Attorney-in-Fact
Name/Title
<PAGE>
January 31, 2000 /s/ Michael J. Rigas
Date Signature
Ellen K. Rigas, individually and as a
member of the Limited Purpose Group by
Michael J. Rigas, Attorney-in-Fact
Name/Title
January 31, 2000 DORIS HOLDINGS, L.P.
Date
By: Eleni Acquisition, Inc., General
Partner
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
January 31, 2000 ELENI ACQUISITION, INC.
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Vice President
Name/Title
January 31, 2000 HIGHLAND HOLDINGS
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
<PAGE>
January 31, 2000 HIGHLAND HOLDINGS II
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Partner
Name/Title
January 31, 2000 HIGHLAND 2000, L.P.
Date
By: HIGHLAND 2000, LLC
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Authorized Member
Name/Title
January 31, 2000 HIGHLAND 2000, LLC
Date
By: /s/ Michael J. Rigas
Signature
Michael J. Rigas, Authorized Member
Name/Title
<PAGE>
SCHEDULE A
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 10)
<TABLE>
<S> <C>
Principal Occupation or Employment and Principal
Name and Business Address Business and Address
John J. Rigas Chairman, Chief Executive Officer and President
One North Main Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 One North Main Street
Coudersport, Pennsylvania 16915
Michael J. Rigas Executive Vice President
One North Main Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 One North Main Street
Coudersport, Pennsylvania 16915
Timothy J. Rigas Executive Vice President, Chief Financial
One North Main Street Officer and Treasurer
Coudersport, Pennsylvania 16915 Adelphia Communications Corporation
One North Main Street
Coudersport, Pennsylvania 16915
James P. Rigas Vice Chairman and Chief Executive Officer
One North Main Street Adelphia Business Solutions, Inc.
Coudersport, Pennsylvania 16915 One North Main Street
Coudersport, Pennsylvania 16915
Ellen K. Rigas Self-employed
One North Main Street Adelphia Communications Corporation
Coudersport, Pennsylvania 16915 One North Main Street
Coudersport, Pennsylvania 16915
</TABLE>
<PAGE>
SCHEDULE B
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 10)
<TABLE>
<CAPTION>
Purchases of Class A Common Stock by Highland Holdings
- ---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
Date of Purchase Number of Shares Price Per Share
---------------- ---------------- ---------------
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
10/15/99 100,000 $49.6187
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
10/18/99 200,000 $50.1124
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
10/20/99 134,500 $49.6185
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
10/21/99 50,000 $48.743
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
10/22/99 15,500 $52.9556
--------
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
Total 500,000
- ---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
<PAGE>
SCHEDULE C
TO
CUSIP No. 006848 10 5 SCHEDULE 13D
(AMENDMENT NO. 10)
26
1. AMOUNT BENEFICIALLY OWNED
LIMITED PURPOSE GROUP. The Limited Purpose Group is deemed to
beneficially own 44,198,079 shares of the Class A Common Stock of the Company,
which number in part includes 97,949 shares of Class A Common Stock beneficially
owned by Dorellenic, 20,990,230 shares of Class A Common Stock beneficially
owned or deemed beneficially owned by Highland, 4,000,000 shares of Class A
Common Stock beneficially owned by Highland II, 5,901,522 shares beneficially
owned by Highland 2000, and 2,398,151 shares beneficially owned by Doris. Each
of Dorellenic, Highland and Highland II is a general partnership in which each
of the members of the Limited Purpose Group are the sole general partners. Each
member of the Limited Purpose Group disclaims beneficial ownership of the shares
of Class A and Class B Common Stock directly held by other members of the
Limited Purpose Group or into which the shares of Class B Common Stock directly
held by the other members of the Limited Purpose Group are convertible.
Each member of the Limited Purpose Group, as well as
Dorellenic, is a party to a Stockholders' Agreement wherein they agreed that so
long as they are the holders and beneficial owners in the aggregate of not less
than 25% of the combined voting power of the issued and outstanding Common
Stock, they shall vote their shares of Common Stock for the election of the
directors designated by a majority of the voting power of the shares of Common
Stock owned by them as a group. "Common Stock" is defined in the Stockholders'
Agreement to include the Class A Common Stock and the Class B Common Stock and
any class or series of any class of capital stock into which such shares shall
be converted, and any other class or series of any class of capital stock of
Issuer which has voting power of any nature. Accordingly, and consistent with
past practice, the members of the Limited Purpose Group are acting as a group
only with respect to voting for the election of directors and not for the
purpose of acquiring, disposing or otherwise voting such securities.
To the extent that John J. Rigas has a majority of the voting
power of the shares of Common Stock owned collectively by the Limited Purpose
Group, he has the right by agreement to direct the vote of the shares held by
the other members of the Limited Purpose Group but only with respect to the
election of directors, and he has the right to consent to a sale of such shares
by other members of the Limited Purpose Group.
The right of a party to the Stockholders' Agreement to dispose
of shares of Common Stock covered thereby, in the absence of the consent of the
holders of a majority of the voting power of the shares of Common Stock owned by
the parties to the Stockholders' Agreement as a group, generally is subject to
the pro rata right of first refusal of the other parties to the Stockholders'
Agreement in the event of a contemplated Public Sale (as defined in the
Stockholders' Agreement) and to a right of first refusal in the Company and the
other parties to the Stockholders' Agreement in the event of a contemplated
Private Sale (as defined in the Stockholders' Agreement) of any shares of Common
Stock by any party thereto. The Stockholders' Agreement also mandates in certain
<PAGE>
circumstances that a decedent stockholder's estate offer to sell shares of
Common Stock in such estate to the other surviving stockholders.
Neither Dorellenic nor Highland nor Highland II is included in
the Schedule 13D Filings or this Amendment No. 10 as a member of the Limited
Purpose Group since their respective share ownership is set forth as being
beneficially owned by each of its general partners who are themselves members of
the Limited Purpose Group and are reporting such ownership hereby.
Each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and
James P. Rigas (the "Sellers") is a party to a Proxy Agreement which gives each
of the Sellers voting rights over certain of the 940,000 shares of Class A
Common Stock held by Doris and certain rights of first refusal over all such
shares. Accordingly, shares held by Doris over which each Seller has voting
rights are reported as shares as to which such person shares voting rights with
Doris and each Seller reports shared dispositive power over such shares held by
Doris pursuant to the right of first refusal and the requirement of Sellers'
consent to any other sale by Doris. The Limited Purpose Group reports shared
voting power over such shares held by Doris.
John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P.
Rigas are shareholders, directors and officers of Eleni Acquisition, Inc., the
general partner of Doris, and, with Ellen K. Rigas, are the members of Highland
2000, LLC, the general partner of Highland 2000, L.P. As such, they share voting
and investment control over the 1,458,151 shares of Class A Common Stock held by
Doris, in addition to the 940,000 shares held by Doris, as discussed above, and
the 5,901,522 shares of Class B Common Stock held by Highland 2000. Accordingly,
the shares held by Doris and Highland 2000 are reported as shares as to which
such respective individuals and the Limited Purpose Group share voting and
dispositive power.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING
PERSONS. John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and
Ellen K. Rigas are deemed to beneficially own 39,278,739, 35,222,023,
35,222,023, 34,457,487 and 31,171,064 shares, respectively, of the Class A
Common Stock of the Company, each of which amounts includes 97,949 of the same
shares of Class A Common Stock owned directly by Dorellenic, a general
partnership in which the above-named individuals are the sole general partners,
20,990,230 and 4,000,000 of the same shares, respectively, beneficially owned or
deemed beneficially owned by Highland and Highland II, general partnerships in
which all such individuals are the sole general partners and 5,901,522 of the
same shares beneficially owned by Highland 2000, a limited partnership. In
addition, John J. Rigas has the right by agreement to direct the vote for the
election of directors of an additional 4,919,340 shares of the Class A Common
Stock owned directly by the other members of the Limited Purpose Group (assuming
such persons convert their Class B Common Stock into Class A Common Stock)
which, for purposes of the Schedule 13D Filings and this Amendment No. 10, gives
John J. Rigas beneficial ownership of a total of 44,198,079 shares of Class A
Common Stock.
<PAGE>
2. PERCENT OF CLASS
LIMITED PURPOSE GROUP. Based upon 140,689,910 shares of Class
A Common Stock outstanding (which assumes (i) the conversion of 16,735,998
shares of Class B Common Stock into Class A Common Stock by each of the members
of the Limited Purpose Group and by Dorellenic, (ii) the conversion of 80,000
shares of Series C Preferred Stock into 9,433,962 shares of Class A Common Stock
by Highland Holdings, and (iii) the purchase by Highland Holdings of 2,500,000
shares of Class B Common Stock pursuant to its pending agreement and the
conversion of such shares into Class A Common Stock), the Limited Purpose
Group's beneficial ownership represents 31.4%.
LIMITED PURPOSE GROUP MEMBERS AND INDIVIDUAL REPORTING PERSONS
JOHN J. RIGAS: Based upon 135,772,570 shares of Class A Common
Stock outstanding (which assumes the conversion of 11,818,658
shares of Class B Common Stock held of record by John J.
Rigas, Dorellenic or Highland 2000 into shares of Class A
Common Stock, the purchase by Highland Holdings and conversion
into Class A Common Stock of 2,500,000 shares of Class B
Common Stock which may be purchased under the Stock Purchase
Agreement and the conversion of 80,000 shares of Series C
Preferred Stock into 9,433,962 shares of Class A Common Stock
by Highland Holdings), John J. Rigas' beneficial ownership
represents 28.9%. In addition, John J. Rigas shares or has the
right by agreement to direct the vote for the election of
directors of, and to consent to the private sale of, an
additional 4,919,340 shares of Class A Common Stock
beneficially owned by the other members of the Limited Purpose
Group (assuming such persons converted their Class B Common
Stock into Class A Common Stock) which increases John J.
Rigas' beneficial ownership to 31.4%.
MICHAEL J. RIGAS AND TIMOTHY J. RIGAS: Based upon 131,787,354
shares of Class A Common Stock outstanding (which assumes
respectively, for each individual, the conversion of 7,833,442
shares of Class B Common Stock held of record by such person,
Dorellenic or Highland 2000 into shares of Class A Common
Stock, the purchase by Highland Holdings and conversion into
Class A Common Stock of 2,500,000 shares of Class B Common
Stock which may be purchased under the Stock Purchase
Agreement and the conversion of 80,000 shares of Series C
Preferred Stock into 9,433,962 shares of Class A Common Stock
by Highland Holdings), each such individual's beneficial
ownership represents 26.7%.
JAMES P. RIGAS: Based upon 130,925,069 shares of Class A
Common Stock outstanding (which assumes the conversion of
7,069,106 shares of Class B Common Stock held of record by
James P. Rigas, Dorellenic or Highland 2000 into shares of
Class A Common Stock, the purchase by Highland Holdings and
conversion into Class A Common Stock of 2,500,000 shares of
<PAGE>
Class B Common Stock which may be purchased under the Stock
Purchase Agreement and the conversion of 80,000 shares of
Series C Preferred Stock into 9,433,962 shares of Class A
Common Stock by Highland Holdings), James P. Rigas' beneficial
ownership represents 26.3%.
ELLEN K. RIGAS: Based upon 130,133,146 shares of Class A
Common Stock outstanding (which assumes the conversion of
6,179,234 shares of Class B Common Stock held of record by
Ellen K. Rigas, Dorellenic or Highland 2000 into shares of
Class A Common Stock, the purchase by Highland Holdings and
conversion into Class A Common Stock of 2,500,000 shares of
Class B Common Stock which may be purchased under the Stock
Purchase Agreement and the conversion of 80,000 shares of
Series C Preferred Stock into 9,433,962 shares of Class A
Common Stock by Highland Holdings), Ellen K. Rigas' beneficial
ownership represents 24.0%.
HIGHLAND HOLDINGS: Based on 123,953,912 shares of Class A
Common Stock outstanding (which assumes the conversion of
80,000 shares of Series C Preferred Stock into 9,433,962
shares of Class A Common Stock by Highland Holdings and the
purchase by Highland Holdings and conversion into Class A
Common Stock of 2,500,000 shares of Class B Common Stock which
may be purchased under the Stock Purchase Agreement),
Highland's beneficial ownership represents 16.9%.
DORIS HOLDINGS, L.P. (AND, AS TO THE SAME SHARES, ELENI
ACQUISITION, INC.): Based on 112,019,950 shares of Class A
Common Stock outstanding, the beneficial ownership of each of
Doris and Eleni represents 2.1%.
HIGHLAND HOLDINGS II: Based on 112,019,950 shares of Class A
Common Stock outstanding, Highland II's beneficial ownership
represents 3.6%.
HIGHLAND 2000, L.P. (AND, AS TO THE SAME SHARES, HIGHLAND
2000, LLC): Based on 117,921,472 shares of Class A Common
Stock outstanding, including the conversion of 5,901,522
shares of Class B Common Stock held by Highland 2000 into
Class A Common Stock, the beneficial ownership of Highland
2000 represents 5.0%.
