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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 30, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 4841 23-2417713
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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ONE NORTH MAIN 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
ONE NORTH MAIN 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. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
Securities to be registered be registered per share (1) offering price (1) Registration fee
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Class A Common Stock, par value $.01 per share 167,500 shares $45.125 $7,558,438 $2,112
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended. The
maximum price per share information is based on the average of the high and the
low sale prices of Adelphia Communications Corporation Class A Common Stock,
$.01 par value per share, reported on the Nasdaq National Market System on
June 28, 2000.
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.
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Subject to Completion
June 30, 2000
167,500 shares
ADELPHIA COMMUNICATIONS CORPORATION
Class A common stock
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The stockholders of Adelphia Communications respect to cash dividends and distributions
Corporation as described under the caption upon the liquidation of Adelphia. Holders of
"Selling Stockholders" on page 20 of this Class B common stock are entitled to greater
prospectus are offering and selling up to voting rights than the holders of Class A
167,500 shares of Adelphia's Class A common common stock; however, the holders of Class A
stock under this prospectus. common stock, voting as a separate class, are
entitled to elect one of Adelphia's directors.
The Class A common stock is listed on the You should carefully review "Risk Factors"
Nasdaq National Market. The Class A common beginning on page 2 for a discussion of things
stock's ticker symbol is "ADLAC." On June you should consider when investing in our
28, 2000, the closing sale price on the Class A common stock.
Nasdaq National Market of a single share of
the Class A common stock was $45.125.
Our common stock also includes Class B common Neither the SEC nor any state securities
stock. The rights of holders of the Class A commission has approved or disapproved of
common stock and Class B common stock differ these securities or passed upon the adequacy
with respect to certain aspects of dividends, or accuracy of this prospectus. Any
liquidations and voting. The Class A common representation to the contrary is a criminal
stock has preferential rights with offense.
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The date of this prospectus is ___________ __, 2000.
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the SEC is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is prohibited.
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TABLE OF CONTENTS
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ADELPHIA................................................................... 1
RISK FACTORS............................................................... 2
DILUTION................................................................... 20
SELLING STOCKHOLDERS....................................................... 20
USE OF PROCEEDS............................................................ 22
PLAN OF DISTRIBUTION....................................................... 22
WHERE YOU CAN FIND MORE INFORMATION........................................ 23
EXPERTS.................................................................... 25
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ADELPHIA
This summary may not contain all the information that may be important to
you. You should read the entire prospectus and those documents incorporated by
reference into this document, including the risk factors, financial data and
related notes, before making an investment decision. When we use the term
Adelphia Parent Company in this prospectus, we are referring only to the parent
holding company entity, Adelphia Communications Corporation, and not to its
subsidiaries.
Adelphia is a leader in the telecommunications industry with cable television
and local telephone operations. We are one of the largest cable television
operators in the United States. Through our subsidiary Adelphia Business
Solutions, Inc., we own and operate a leading national provider of facilities-
based integrated communications services. John J. Rigas, the Chairman,
President, Chief Executive Officer and founder of Adelphia, has owned and
operated cable television systems since 1952.
Our operations consist of providing telecommunications services primarily
over our networks, which are commonly referred to as broadband networks because
they can transmit large quantities of voice, video and data by way of digital or
analog signals. We owned cable television systems with broadband networks that
passed in front of approximately 8.7 million homes and served approximately 5.6
million basic subscribers as of March 31, 2000, after giving effect to pending
cable system acquisitions and pending swaps. Our cable systems are organized
into eleven regional clusters: Los Angeles, New England, Virginia, Florida,
Ohio, Western New York, Western Pennsylvania, Eastern Pennsylvania, Puerto Rico,
Colorado Springs and New Jersey. Approximately 28% of our basic subscribers are
located in our Los Angeles and New England clusters and approximately 64% of our
basic subscribers are located in our five largest clusters.
Adelphia Business Solutions provides its customers with alternatives to the
incumbent local telephone company for local and long distance voice services,
high-speed data and Internet services. Adelphia Business Solutions' telephone
operations are referred to as being facilities based, which means it generally
owns the local telecommunications networks and facilities it uses to deliver
these services, rather than leasing or renting the use of another party's
networks to do so. As of March 31, 2000, Adelphia Business Solutions was serving
58 metropolitan statistical areas and had sold 432,777 access lines of which
412,172 were installed, approximately 52% of which Adelphia Business Solutions
provisioned on its own switches. Adelphia Business Solutions' Class A common
stock is quoted on the Nasdaq National Market under the symbol "ABIZ."
For recent developments regarding Adelphia, we refer you to our most recent
and future filings under the Exchange Act.
Our executive offices are located at One North Main Street, Coudersport,
Pennsylvania 16915, and our telephone number is (814) 274-9830.
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RISK FACTORS
Before you invest in Adelphia's Class A common stock, you should be aware
that there are various risks, including those described below. You should
consider carefully these risk factors together with all of the other information
included in or incorporated by reference in this prospectus before you decide to
purchase shares of Adelphia's Class A common stock.
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High Level Of Indebtedness
As of March 31, 2000, we owed approximately $9.4 Adelphia has a substantial amount of debt. We borrowed this
billion. Our high level of indebtedness can have money to purchase and to expand our cable systems and other
important adverse consequences to us and to you. operations and, to a lesser extent, for investments and loans
to our subsidiaries and other affiliates. At March 31, 2000,
our indebtedness totaled approximately $9.4 billion. This
included approximately:
. $2.8 billion of Adelphia Parent Company public debt;
. $812.8 million of public debt owed by our subsidiary
Adelphia Business Solutions;
. $1.9 billion of public debt owed by our subsidiary Arahova
Communications;
. $503.3 million of public debt owed by our subsidiary
FrontierVision Partners, L.P.;
. $203.4 million of public debt owed by our subsidiary
Olympus Communications, L.P.; and
. $3.2 billion of debt owed by our subsidiaries to banks,
other financial institutions and other persons.
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Debt service consumes a substantial portion of the Our high level of indebtedness can have important adverse
cash we generate. This could affect our ability to consequences to us and to you. It requires that we spend a
invest in our business in the future as well as to substantial portion of the cash we get from our business to
react to changes in our industry or economic repay the principal and interest on these debts. Otherwise,
downturns. we could use these funds for general corporate purposes or
for capital improvements. Our ability to obtain new loans for
working capital, capital expenditures, acquisitions or
capital improvements may be limited by our current level of
debt. In addition, having such a high level of debt could
limit our ability to react to changes in our industry and to
economic conditions generally. In addition to our debt, at
March 31, 2000, the Adelphia Parent Company had approximately
$148.4 million and Adelphia Business Solutions had
approximately $269.5 million of redeemable exchangeable
preferred stock which contain payment obligations that are
similar to Adelphia's debt obligations.
Approximately 42% of our debt outstanding at March Our debt comes due at various times up to the year 2017,
31, 2000 must be repaid by December 31, 2004 and including an aggregate of approximately $4.0 billion as of
all of it must be paid by 2017. March 31, 2000, which we must pay by December 31, 2004.
Our Business Requires Substantial Additional Financing Our business requires substantial additional financing on a
And If We Do Not Obtain That Financing We May Not Be continuing basis for capital expenditures and other purposes
Able To Upgrade Our Plant, Offer Services, Make including:
Payments When Due Or Refinance Existing Debt
. constructing and upgrading our plant and networks--some of
these upgrades we must make to comply with the requirements
of local cable franchise authorities;
. offering new services;
. scheduled principal and interest payments;
. refinancing existing debt; and
. acquisitions and investments.
There can be no guarantee that we will be able to issue
additional debt or sell stock or other additional equity on
satisfactory terms, or at all, to meet our future financing
needs.
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The Total Convertible Preferred Stock, Common Stock and Other
Stockholders' Equity at March 31, 2000 was approximately $4.0
billion.
We Have Had Large Losses And We Expect This Our continuing net losses, which are mainly due to our high
To Continue levels of depreciation and amortization and interest expense,
may create deficiencies in or reduce our Total Convertible
Preferred Stock, Common Stock and Other Stockholders' Equity.
Our recent net losses applicable to our common stockholders
were approximately as follows for the periods specified:
. fiscal year ended March 31, 1998--$192.7 million;
. nine months ended December 31, 1998--$135.8 million;
. fiscal year ended December 31, 1999--$282.5 million; and
. three months ended March 31, 2000--$115.9 million.
We expect to continue to incur large net losses for the next
several years.
Because of our net losses, we do not have earnings Because of our net losses, we do not have earnings sufficient to cover
sufficient to cover our fixed charges and our combined fixed charges preferred stock dividends during these periods
preferred stock dividends. by the amounts set forth in the table below, although combined fixed
charges and preferred stock dividends included substantial non-cash
charges for depreciation, amortization and non-cash interest expense
on some of our debts and the non-cash expense of Adelphia Business
Solutions' preferred stock dividends:
Earnings Non-Cash
Deficiency Charges
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(in thousands)
. fiscal year ended
March 31, 1998 $113,941 $195,153
. nine months ended
December 31, 1998 $116,899 $186,022
. fiscal year ended
December 31, 1999 $281,786 $455,077
. three months ended
March 31, 2000 $175,217 $247,402
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If we cannot refinance our debt or obtain new Historically, the cash we generate from our operating
loans, we would likely have to consider various activities and borrowings has been sufficient to meet our
financing options. We cannot guarantee that any requirements for debt service, working capital, capital
options available to us would enable us to repay expenditures and investments in and advances to our
our debt in full. affiliates, and we have depended on additional borrowings to
meet our liquidity requirements. Although in the past we
have been able both to refinance our debt and to obtain new
debt, there can be no guarantee that we will be able to
continue to do so in the future or that the cost to us or the
other terms which would affect us would be as favorable to us
as current loans and credit agreements. Under these
circumstances we may need to consider various financing
options, such as the sale of additional equity or some of our
assets to meet the principal and interest payments we owe,
negotiate with our lenders to restructure existing loans or
explore other options available under applicable laws
including those under reorganization or bankruptcy laws. We
believe that our business will continue to generate cash and
that we will be able to obtain new loans to meet our cash
needs. However, the covenants in the indentures and credit
agreements for our current debt provide some limitations on
our ability to borrow more money.
Competition The telecommunications services provided by Adelphia are
subject to strong competition and potential competition from
various sources.
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Our cable television business is subject to strong Our cable television systems compete with other means of
competition from several sources which could distributing video to home televisions such as Direct
adversely affect revenue or revenue growth. Broadcast Satellite systems, commonly known as DBS systems,
and Multichannel Multipoint Distribution systems commonly
known as wireless cable. Some of the regional Bell telephone
operating companies and other local telephone companies are
in the process of entering the video-to-home business and
several have expressed their intention to enter the
video-to-home business.
In addition, because our systems are operated under
non-exclusive franchises, other applicants may obtain
franchises in our franchise areas. For example, some regional
Bell telephone operating companies and local telephone
companies have facilities which are capable of delivering
cable television service and could seek competitive
franchises.
The equipment which telephone companies use in providing
local exchange service may give them competitive advantages
over Adelphia in distributing video to home televisions. The
regional Bell telephone operating companies and other
potential competitors have much greater resources than
Adelphia and would constitute formidable competition for our
cable television business. We cannot predict either the
extent to which competition will continue to materialize or,
if such competition materializes, the extent of its effect on
our cable television business.
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Our cable television systems also face competition from other
communications and entertainment media, including
conventional off-air television broadcasting services,
newspapers, movie theaters, live sporting events and home
video products. We cannot predict the extent to which
competition may affect us.
Our cable modem and dial up Internet access business is
currently subject to strong competition and there exists the
potential for future competition from a number of sources.
With respect to high-speed cable modem service, telephone
companies are beginning to implement various digital
subscriber line services (xDSL) that allow high-speed
Internet access services to be offered over telephone lines.
DBS companies offer high-speed Internet access over their
satellite facilities and other terrestrial based wireless
operators (e.g., MMDS) are beginning to introduce high-speed
access as well. In addition, there are now a number of
legislative, judicial and regulatory efforts seeking to
mandate cable television operators to provide open access to
their facilities to competitors that want to offer Internet
access over cable services. With respect to dial up Internet
access services, there are numerous competitive Internet
Service Providers (ISPs) in virtually every franchise area.
The local telephone exchange company typically offers ISP
services, as do a number of other nationally marketed ISPs
such as America Online, Compuserve and AT&T Worldnet.
Adelphia cannot predict the extent to which competition will
continue to materialize or, if such competition materializes,
the extent of its effect on our Internet access business.
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Adelphia Business Solutions' operations are In each of the markets served by Adelphia Business Solutions'
also subject to risk because Adelphia Business networks, the competitive local exchange carrier services
Solutions competes principally with established offered by Adelphia Business Solutions compete principally
local telephone carriers that have long-standing with the services offered by the incumbent local telephone
utility relationships with their customers and exchange carrier company serving that area. Local telephone
pricing flexibility for local telephone services. companies have long-standing relationships with their
customers, have the potential to subsidize competitive
services from monopoly service revenues, and benefit from
favorable state and federal regulations. The mergers of Bell
Atlantic and NYNEX, and SBC and Ameritech created very large
companies whose combined territories cover a substantial
portion of Adelphia Business Solutions' markets. Other
combinations are occurring in the industry. Mergers are
pending between Bell Atlantic and GTE, Qwest and US West, and
Sprint and MCIWorldCom, which may have a material adverse
effect on Adelphia Business Solutions' ability to compete and
terminate and originate calls over Adelphia Business
Solutions' networks.
We believe that local telephone companies will gain increased
pricing flexibility from regulators as competition increases.
Adelphia Business Solutions' operating results and cash flow
could be materially and adversely affected by actions by
regulators, including permitting the incumbent local
telephone companies in Adelphia Business Solutions' markets
to do the following:
. lower their rates substantially;
. engage in aggressive volume and term discount pricing
practices for their customers; or
. charge excessive fees or otherwise impose on Adelphia
Business Solutions excessive obstacles for interconnection
to the incumbent local telephone company's networks.
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If the regional Bell telephone operating companies The regional Bell telephone operating companies can now
could get regulatory approval to offer long obtain regulatory approval to offer long distance services if
distance service in competition with Adelphia they comply with the local market opening requirements of the
Business Solutions' significant customers, some of federal Telecommunications Act of 1996. To date, the FCC has
these major customers could lose market share. denied the requests for approval filed by regional Bell
operating companies in Adelphia Business Solutions' operating
areas. However, Bell Atlantic's recent petition to provide
long distance services originating in New York has been
approved. Approvals of such requests could result in
decreased market share for the major long distance carriers
which are among Adelphia Business Solutions' significant
customers. This could have a material adverse effect on
Adelphia Business Solutions.
In addition, once they obtain long distance authority, the
regional Bell telephone operating companies could be less
cooperative in providing access to their networks.
The regional Bell telephone companies continue to Some of the regional Bell operating companies have also
seek other regulatory approvals that could recently filed petitions with the FCC requesting waivers of
significantly enhance their competitive position other obligations under the federal Telecommunications Act of
against Adelphia Business Solutions. 1996. These involve services Adelphia Business Solutions also
provides such as high-speed data, long distance, and services
to ISPs. If the FCC grants the regional Bell operating
companies' petitions, this could have a material adverse
effect on Adelphia Business Solutions.
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Potential competitors to Adelphia Business Potential competitors for Adelphia Business Solutions include
Solutions' telecommunications services include other competitive local exchange carriers, incumbent local
the regional Bell telephone companies, AT&T, telephone companies which are not subject to regional Bell
MCIWorldCom and Sprint, electric utilities and operating companies' restrictions on offering long distance
other companies that have advantages over Adelphia service, AT&T, MCIWorldCom, Sprint and other long distance
Business Solutions. carriers, cable television companies, electric utilities,
microwave carriers, wireless telecommunications providers,
and private networks built by large end users. Both AT&T and
MCIWorldCom offer local telephone services in some areas and
are expanding their networks. AT&T also recently merged with
both Tele-Communications, Inc. and MediaOne Group Inc., and
MCIWorldCom and Sprint announced that they will merge.
Although we have good relationships with the long distance
carriers, they could build their own facilities, purchase
other carriers or their facilities, or resell the services of
other carriers rather than use Adelphia Business Solutions'
services when entering the market for local exchange services.
Many of Adelphia Business Solutions' current and potential
competitors, particularly incumbent local telephone
companies, have financial, personnel and other resources
substantially greater than those of Adelphia Business
Solutions, as well as other competitive advantages over
Adelphia Business Solutions.
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We Are Subject To Extensive Regulation The cable television industry and the provision of local
telephone exchange services are subject to extensive
Our cable television and telecommunications regulation at the federal, state and local levels, and many
businesses are heavily regulated as to rates we aspects of such regulation are currently the subject of
can charge and other matters. This regulation judicial proceedings and administrative or legislative
could limit our ability to increase rates, cause proposals. In particular, FCC regulations limit our ability
us to decrease then current rates or require us to to set and increase rates for our basic service package and
refund previously collected fees. for the provision of cable television-related equipment. The
law permits certified local franchising authorities to order
refunds of rates paid in the previous 12-month period
determined to be in excess of the permitted reasonable rates.
It is possible that rate or refunds of previously collected
fees may be required in the future. In addition, the FCC has
commenced a proceeding to determine whether cable operators
will be required to carry the digital signals of broadcast
television stations. Such a requirement could require the
removal of popular programming services with materially
adverse results for cable operators.
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We must comply with rules of the local franchising
authorities to retain and renew our cable franchises, among
other matters. There can be no assurances that the
franchising authorities will not impose new and more
restrictive requirements as a condition to franchise renewal.
Similarly, Adelphia Business Solutions is subject to state
and local regulations and in some cases must obtain
appropriate state certifications and/or local franchises to
construct facilities and offer services. There can be no
assurance that Adelphia Business Solutions' state and local
regulators will not impose new and more restrictive
requirements as a condition to renew any required
certifications and franchises.
Proposals are continuing to be made before Congress and the
FCC to mandate cable operators to provide "open access" over
their cable systems to other ISPs. To date, the FCC has
declined to impose such requirements. This same open access
issue is being considered by some local franchising
authorities as well. Several local franchising authorities
have mandated open access. This issue is being actively
litigated. Recently, a federal district court in Portland,
Oregon, upheld the authority of the local franchising
authority to impose an open access requirement in connection
with a cable television franchise transfer. On appeal, the
U.S. Court of Appeals for the Ninth Circuit reversed the
district court and ruled that a local franchising authority
has no authority to impose an open access requirement on
cable television operators. Additionally, a federal district
court in Richmond, Virginia held that a local franchising
authority cannot impose an open access requirement. If the
FCC or other authorities mandate additional access to
Adelphia's cable systems, we cannot predict the effect that
this would have on our Internet access over cable business.
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The federal Telecommunications Act of 1996 may The federal Telecommunications Act of 1996 substantially
have a significant impact on our cable television changed federal, state and local laws and regulations
and telephone businesses. governing our cable television and telecommunications
businesses. This law could materially affect the growth and
operation of the cable television industry and the cable
services we provide. Although this legislation may lessen
regulatory burdens, the cable television industry may be
subject to new competition as a result. There are numerous
rulemakings that have been and continue to be undertaken by
the FCC which will interpret and implement the provisions of
this law. Furthermore, portions of this law have been, and
likely other portions will be, challenged in the courts. We
cannot predict the outcome of such rulemakings or lawsuits or
the short- and long-term effect, financial or otherwise, of
this law and FCC rulemakings on us.
Similarly, the federal Telecommunications Act of 1996 removes
entry barriers for all companies and could increase
substantially the number of competitors offering comparable
services in Adelphia Business Solutions' markets or potential
markets. Furthermore, we cannot guarantee that rules adopted
by the FCC or state regulators or other legislative or
judicial initiatives relating to the telecommunications
industry will not have a material adverse effect on Adelphia
Business Solutions.
Unequal Voting Rights Of Stockholders Adelphia has two classes of common stock--Class A which
carries one vote per share and Class B which carries ten
votes per share. Under Adelphia's Certificate of
Incorporation, the Class A shares elect only one of our ten
directors.
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Control Of Voting Power By The Rigas Family While the public owns a majority of the outstanding shares of
Adelphia's Class A common stock, the Rigas family owned about
The Rigas family can control stockholder 14% of those shares as of June 15, 2000, as well as all of
decisions on very important matters. the outstanding shares of Class B common stock. The Rigas
family has also agreed to acquire approximately 2,500,000
shares of Class B common stock pursuant to a stock purchase
agreement between Adelphia and Highland Holdings, a Rigas
family partnership, which when consummated will result in the
Rigas family beneficially owning shares representing
approximately 26% of the total number of outstanding shares
of both classes of Adelphia's common stock and approximately
68% of the total voting power of Adelphia's shares. The Rigas
family also owns shares of Adelphia's 8 1/8% Series C
cumulative convertible preferred stock which, if converted,
would increase its voting power and beneficial ownership. As
a result of the Rigas family's stock ownership and an
agreement among the Class B stockholders, members of the
Rigas family have the power to elect nine of ten Adelphia
directors, and if they converted their convertible preferred
stock might be able to elect all ten directors. In addition,
the Rigas family could control stockholder decisions on other
matters such as amendments to Adelphia's Certificate of
Incorporation and Bylaws, and mergers or other fundamental
corporate transactions.
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There Are Potential Conflicts Of Interest Between John J. Rigas and the other executive officers of Adelphia,
Adelphia And The Rigas Family including other members of the Rigas family, own other
corporations and partnerships, which are managed by us for a
fee. Subject to the restrictions contained in a business
opportunity agreement regarding future acquisitions, Rigas
family members and the executive officers are free to
continue to own these interests and acquire additional
interests in cable television systems. These activities could
present a conflict of interest with Adelphia, such as how
much time our executive officers devote to our business. In
addition, there have been and will continue to be
transactions between us and the executive officers or the
other entities they own or have affiliations with. Our public
debt indentures contain covenants that place restrictions on
transactions between us and our affiliates.
Holding Company Structure And Potential Impact Of The Adelphia Parent Company directly owns no significant
Restrictive Covenants In Subsidiary Debt Agreements assets other than stock, partnership interests and equity and
other interests in our subsidiaries and in other companies.
This creates risks regarding our ability to provide cash to
the Adelphia Parent Company to repay the interest and
principal which it owes, our ability to pay cash dividends to
our common stockholders in the future, and the ability of our
subsidiaries and other companies to respond to changing
business and economic conditions and to get new loans.
The Adelphia Parent Company depends on its The public indentures and the credit agreements for bank and
subsidiaries and other companies in which it has other financial institution loans of our subsidiaries and
investments to fund its cash needs. other companies in which we have invested, restrict their
ability and the ability of the companies they own to make
payments to the Adelphia Parent Company. These agreements
also place other restrictions on the borrower's ability to
borrow new funds. The ability of a subsidiary or a company in
which we have invested to comply with debt restrictions may
be affected by events that are beyond our control. The breach
of any of these covenants could result in a default which
could result in all loans and other amounts owed to its
lenders becoming due and payable. Our subsidiaries and
companies in which we have invested might not be able to
repay in full the accelerated loans.
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<S> <C>
It Is Unlikely You Will Receive A Return On Your Adelphia has never declared or paid cash dividends on any of
Shares Through The Payment Of Cash Dividends its common stock and has no intention of doing so in the
foreseeable future. As a result, it is unlikely that you
will receive a return on your shares through the payment of
cash dividends.
Future Sales Of Outstanding Common Stock Could Sales of a substantial number of shares of Class A common
Adversely Affect The Market Price Of Our Common Stock stock or Class B common stock, including sales by any
pledgees of such shares, could adversely affect the market
price of our Class A common stock and could impair our
ability in the future to raise capital through stock
offerings. Under various registration rights agreements or
arrangements, as of June 26, 2000, the Rigas family has the
right, subject to some limitations, to require Adelphia to
register substantially all of the shares which it owns of the
Class A common stock--15,529,119 shares, Class B common
stock--16,735,998 shares and the equivalent number of shares
of Class A common stock into which they may be converted, and
convertible preferred stock--80,000 shares and the 9,433,962
shares of Class A common stock into which they may be
converted. Among others, Adelphia has also registered or
agreed to register for public sale the following shares:
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
. for Citizens Cable Company--1,852,302 shares of Class A
common stock owned as of October 1, 1999;
. for the selling stockholders receiving shares in the Verto
Communications, Inc. acquisition--2,574,379 shares of Class A
common stock;
. for the owners of FrontierVision Partners, L.P.--7,000,000
shares of Class A common stock in connection with the
FrontierVision acquisition;
. in connection with the Century Communications Corp.
acquisition, approximately 48,700,000 shares of Class A
common stock; and
. in connection with the pending acquisition of the Greater
Cleveland systems from Cablevision Systems Corporation, $540
million in Class A common stock to be issued at closing.
Up to approximately 15,500,000 shares of Class A common stock
and up to 80,000 shares of convertible preferred stock,
including the underlying Class A common stock, have been
pledged in connection with margin loans made to members of
the Rigas family. These pledgees could freely sell any
shares acquired upon a foreclosure.
Purchasers Of Our Common Stock Will Incur Persons purchasing common stock will incur immediate and
Immediate Dilution substantial net tangible book value dilution.
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
Our Acquisitions And Expansion Could Involve Because we are experiencing a period of rapid expansion
Operational And Other Risks through acquisition, the operating complexity of Adelphia, as
well as the responsibilities of management personnel, have
increased. Our ability to manage such expansion effectively
will require us to continue to expand and improve our
operational and financial systems and to expand, train and
manage our employee base.
Our recent and pending acquisitions involve, and our future
acquisitions will involve, the acquisition of companies that
have previously operated independently. There is no
guarantee that we will be able to realize the benefits
expected from the integration of operations from these
transactions.
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Forward-Looking Statements In This Prospectus Are The statements contained or incorporated by reference in this
Subject To Risks and Uncertainties prospectus that are not historical facts are
"forward-looking statements" and can be identified by the use
of forward-looking terminology such as "believes," "expects,"
"may," "will," "should," "intends," "estimates," "continue" or
"anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy
that involve risks and uncertainties.
Certain information set forth or incorporated by reference in
this prospectus, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in
Adelphia's Annual Report on Form 10-K and in Adelphia's Form
10-Qs, is forward-looking, such as information related to the
effects of future regulation, future capital commitments and
the effects of competition. Such forward-looking information
involves important risks and uncertainties that could
significantly affect expected results in the future from
those expressed in any forward-looking statements made by, or
on behalf of, us. These risks and uncertainties include, but
are not limited to, uncertainties relating to economic
conditions, the availability and cost of capital,
acquisitions and divestitures, government and regulatory
policies, the pricing and availability of equipment,
materials, inventories and programming, technological
developments and changes in the competitive environment in
which we operate. Persons reading this prospectus are
cautioned that such statements are only predictions and that
actual events or results may differ materially. In evaluating
such statements, readers should specifically consider the
various factors which could cause actual events or results to
differ materially from those indicated by such
forward-looking statements.
</TABLE>
19
<PAGE>
DILUTION
The net tangible book value of Adelphia's common stock as of March 31, 2000
was a deficit of approximately $8.1 billion or ($62.13) a share. Net tangible
book value per share represents the amount of Adelphia's convertible preferred
stock, common stock and other stockholders' equity, less intangible assets,
divided by shares of Adelphia's common stock outstanding. Purchasers of Class A
common stock will have an immediate dilution of net tangible book value which,
due to our having a net tangible book value deficit, will exceed the purchase
price per share.
SELLING STOCKHOLDERS
The 167,500 shares offered under this prospectus have been issued to the
stockholders of Searle Communications, Inc. in a merger whereby Searle was
merged with and into a wholly owned subsidiary of Adelphia. We agreed to
register the 167,500 shares of Class A common stock being offered for sale under
this prospectus.
No selling stockholder has held any positions or office or had any material
relationship with us, our predecessors or affiliates during the past three
years. In addition, one or more of the selling stockholders may donate, pledge
or transfer as gifts some or all of their shares, or may pledge or transfer its
or their shares for no value to other beneficial owners. This prospectus may
also be used for resales by these pledgees, donees or transferees of the selling
stockholders listed below and we will identify any of those pledgees, donees or
transferees in a supplement to the original prospectus.
The table below lists, as of June 26, 2000, all of the shares that each of
the selling stockholders beneficially owns, the number of shares each of them
may offer and the number of shares each of them will own after the offering
assuming they sell all of the shares. The numbers presented under "Class A
Common Shares Held After Offering" and "Percent of Class A Common Shares Held
After Offering" in the table below assume that all of the shares held by the
selling stockholders and being offered under this prospectus are sold, and that
the selling stockholders acquire no additional shares of common stock before the
completion of this offering.
20
<PAGE>
<TABLE>
<CAPTION>
Percent of
Class A Common Percent of Class A Class A Common Class A Common Class A Common
Shares Held Common Shares Held Shares Shares Held Shares Held
Name Before Offering Before Offering Offered Hereby After Offering After Offering
--------------------- ------------------ -------------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Stanley M. Searle 68,501 *% 68,501 -- --
Lorna K. Searle 54,573 * 54,573 -- --
Roland Hieb 1,549 * 1,549 -- --
Robert A. Searle 7,068 * 7,068 -- --
Rebecca Hendricks 1,675 * 1,675 -- --
Todd Lorenz 1,675 * 1,675 -- --
Lisa Searle 1,172 * 1,172 -- --
Scott Wesley Searle 1,172 * 1,172 -- --
Lynda J. Searle 3,986 * 3,986 -- --
Jeffrey Marshall 1,172 * 1,172 -- --
Munro Searle
Elijah M. Searle 837 * 837 -- --
Mark A. Day 4,020 * 4,020 -- --
Shelley K. Barber 4,020 * 4,020 -- --
Lorna D. Robles 4,020 * 4,020 -- --
Charles B. Searle 4,020 * 4,020 -- --
Sharon M. Searle 4,020 * 4,020 -- --
Stanley M. Searle II 4,020 * 4,020 -- --
------- -------
TOTAL 167,500 *% 167,500 -- --%
======= == ======= == ===
</TABLE>
* Less than one percent
21
<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the shares will go to the stockholders who
offer and sell them. We will not receive any proceeds from the sale of shares
by the selling stockholders.
PLAN OF DISTRIBUTION
Adelphia is registering the shares on behalf of the selling stockholders.
References in this section to selling stockholders also include any pledgees,
donees or transferees identified in a supplement to the original prospectus as
described above. The selling stockholders may offer their shares at various
times in one or more of the following transactions:
. in transactions, which may involve crosses or block transactions, on any
national securities exchange or quotation service on which the shares may
be listed or quoted at the time of sale;
. in the over-the-counter market;
. in private transactions other than in the over-the-counter market or on an
exchange;
. in connection with short sales of shares;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options; or
. in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices at the time
of sale, at prices related to market prices, at negotiated prices or at fixed
prices.
The selling stockholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the selling stockholders, or they will receive commissions from purchasers of
shares for whom they acted as agents. The selling stockholders, any brokers,
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with these sales, and any profits realized or commissions received may be deemed
underwriting compensation.
The selling stockholders may also enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of Adelphia's Class A common stock in the course of hedging the positions
they assume with selling stockholders. The selling stockholders may also enter
into options or other transactions with broker-dealers or other financial
institutions which require the delivery, to that broker-dealer or other
financial institution, the
22
<PAGE>
shares offered under this prospectus. The shares that broker-dealer or other
financial institution receives in those types of transactions may be resold
under this prospectus supplement.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that Rule.
When a particular offering of shares is made, if required, we will distribute
to you a prospectus supplement. This supplement will set forth the names of the
selling stockholders, the aggregate amount and type of shares being offered, the
number of such securities owned prior to and after the completion of any such
offering, and, to the extent required, the terms of the offering, including the
name or names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.
To comply with the securities law in some jurisdictions, the shares will be
offered or sold in particular jurisdictions only through registered or licensed
brokers or dealers. In addition, in some jurisdictions the shares may not be
offered or sold unless they have been registered or qualified for sale in that
jurisdictions or an exemption from registration or qualification is available
and is complied with.
To comply with rules and regulations under the Exchange Act, persons engaged
in a distribution of the shares may be limited in their ability to engage in
market activities with respect to such shares. In addition and without limiting
the foregoing, each selling stockholder will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of any of the shares by the selling
stockholders. All of these things may affect the marketability of the shares.
All expenses of the registration of the shares will be paid by Adelphia,
including, without limitation, Commission filing fees and expenses of compliance
with state securities or "blue sky" laws; provided, however, that the selling
stockholders will pay all underwriting discounts and selling commissions, if
any. Subject to some limitations, the selling stockholders will be indemnified
by Adelphia against civil liabilities, including liabilities under the
Securities Act, or will be entitled to contribution in connection therewith.
Subject to some limitations, Adelphia will be indemnified by the selling
stockholders against civil liabilities, including liabilities under the
Securities Act, or will be entitled to contribution in connection therewith.
WHERE YOU CAN FIND MORE INFORMATION
Adelphia files annual, quarterly and special reports, as well as proxy
statements and other information with the SEC. You may read and copy any
document Adelphia files with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices in
Chicago, Illinois or New York, New York. You may obtain further information
about the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Adelphia's SEC filings are also available to the public over
the Internet at the SEC's web
23
<PAGE>
site at http://www.sec.gov, which contains reports, proxy statements and other
information regarding registrants like Adelphia that file electronically with
the SEC.
This prospectus is part of a registration statement on Form S-3 filed by
Adelphia with the SEC under the Securities Act. As permitted by SEC rules, this
prospectus does not contain all of the information included in the registration
statement and the accompanying exhibits filed with the SEC. You may refer to
the registration statement and its exhibits for more information.
The SEC allows Adelphia to "incorporate by reference" into this prospectus
the information it files with the SEC. This means that Adelphia can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus. If Adelphia subsequently files updating or superseding information
in a document that is incorporated by reference into this prospectus, the
subsequent information will also become part of this prospectus and will
supersede the earlier information.
Adelphia is incorporating by reference the following documents that it has
filed with the SEC:
. our Annual Report on Form 10-K for the year ended December 31, 1999, as
amended by our Form 10-K/A;
. our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
. our Current Reports on Form 8-K for the events dated September 9, 1999,
January 21, 2000 and June 13, 2000; and
. our definitive proxy statement dated October 4, 1999 with respect to the
Annual Meeting of Stockholders held on October 25, 1999; and
. the description of our Class A common stock contained in:
. Adelphia's registration statement filed with the SEC under Section 12
of the Exchange Act and subsequent amendments and reports filed to
update such description and
. Adelphia's registration statement on Form S-3 (File No. 333-78027).
Adelphia is also incorporating by reference into this prospectus all of its
future filings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until this offering has been completed.
You may obtain a copy of any of our filings which are incorporated by
reference, at no cost, by writing to or telephoning us at the following address:
24
<PAGE>
Adelphia Communications Corporation
One North Main Street
Coudersport, Pennsylvania 16915
Attention: Investor Relations
Telephone: (814) 274-9830
You should rely only on the information provided in this prospectus or
incorporated by reference. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the first page of
the prospectus. Adelphia is not making this offer of securities in any state or
country in which the offer or sale is not permitted.
EXPERTS
The consolidated financial statements of Adelphia and its subsidiaries as
of December 31, 1998 and 1999, and for the year ended March 31, 1998, the
nine months ended December 31, 1998 and the year ended December 31, 1999,
incorporated in this prospectus by reference from Adelphia's Annual Report on
Form 10-K for the year ended December 31, 1999, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of FrontierVision Partners, L.P. and
subsidiaries as of December 31, 1998 and 1997, and for each of the years in the
three year period ended December 31, 1998, have been incorporated by reference
herein from Adelphia's Current Report on Form 8-K filed September 9, 1999, in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Harron Communications Corp. and
subsidiaries as of December 31, 1998 and 1997, and for each of the three years
in the period ended December 31, 1998, incorporated in this prospectus by
reference from Adelphia's Current Report on Form 8-K filed September 9, 1999,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The consolidated financial statements of Century Communications Corp. and
subsidiaries as of May 31, 1999 and 1998, and for each of the three years in the
period ended May 31, 1999, incorporated in this prospectus by reference from
Adelphia's Current Report on Form 8-K filed September 9, 1999, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
25
<PAGE>
Adelphia Communications Corporation
167,500 Shares of Class A Common Stock
----------------
PROSPECTUS
----------------
We have not authorized any dealer, salesperson or other person to give any
information or represent anything contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell
nor does it solicit to buy any shares of Class A common stock in any
jurisdiction where it is unlawful. The information in this prospectus is current
as of , 2000.
<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.................................................... $ 2,112
Legal fees and expenses........................................... 10,000
Accounting fees and expenses...................................... 10,000
Miscellaneous expenses............................................ 7,888
-------
Total............................................................. $30,000
=======
</TABLE>
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, as amended, provide for indemnification of the officers and
directors of Adelphia to the full extent permissible under Delaware law.
Adelphia's Certificate of Incorporation, as amended, 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.
II-1
<PAGE>
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>
4.01 Certificate of Incorporation of Adelphia Communications Incorporated herein by reference
Corporation, as amended is Exhibit 3.01 to Registrant's
Quarterly Report on Form 10-Q
for the quarter ended September
30, 1999 (File No. 0-16104).
23.01 Consent of Deloitte & Touche LLP with respect to financial Filed herewith.
statements of Adelphia
23.02 Consent of KPMG LLP with respect to financial statements of Filed herewith.
FrontierVision.
23.03 Consent of Deloitte & Touche LLP with respect to financial Filed herewith.
statements of Century.
23.04 Consent of Deloitte & Touche LLP with respect to financial Filed herewith.
statements of Harron.
24.01 Power of Attorney (included on the signature page of the Filed herewith.
registration statement)
</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 of 1933;
(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;
II-2
<PAGE>
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, as amended, 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 Securities Act of 1933, as amended, 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 Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
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 registration statement on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Coudersport, Commonwealth
of Pennsylvania, on the 30th day of June, 2000.
ADELPHIA COMMUNICATIONS CORPORATION
By /s/ Timothy J. Rigas
-------------------------------------------
Timothy J. Rigas, Executive Vice President,
Chief Financial Officer, Chief Accounting
Officer, Treasurer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Michael J. Rigas, Timothy J. Rigas and James P. Rigas,
and each of them, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation, for such person and in such
person's name, place and stead, in any and all amendments (including post-
effective amendments to this registration statement) and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ John J. Rigas Chairman, President and Chief Executive Officer June 30, 2000
----------------------------------
JOHN J. RIGAS
/s/ Michael J. Rigas Executive Vice President, Secretary and Director June 30, 2000
----------------------------------
MICHAEL J. RIGAS
/s/ Timothy J. Rigas Executive Vice President, Chief Financial June 30, 2000
---------------------------------- Officer, Chief Accounting Officer, Treasurer
TIMOTHY J. RIGAS and Director
/s/ James P. Rigas Executive Vice President and Director June 30, 2000
----------------------------------
JAMES P. RIGAS
/s/ Peter L. Venetis Director June 30, 2000
----------------------------------
PETER L. VENETIS
---------------------------------- Director June ___, 2000
ERLAND E. KAILBOURNE
---------------------------------- Director June ___, 2000
PETE J. METROS
---------------------------------- Director June ___, 2000
DENNIS P. COYLE
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
---------------------------------- Director June ___, 2000
LESLIE J. GELBER
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Reference
----------- ---------
<C> <S> <C>
4.01 Certificate of Incorporation of Adelphia Communications Incorporated herein by reference is
Corporation, as amended Exhibit 3.01 to Registrant's
Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999
(File No. 0-16104).
23.01 Consent of Deloitte & Touche LLP with respect to financial Filed herewith.
statements of Adelphia
23.02 Consent of KPMG LLP with respect to financial statements of Filed herewith.
FrontierVision.
23.03 Consent of Deloitte & Touche LLP with respect to financial Filed herewith.
statements of Century.
23.04 Consent of Deloitte & Touche LLP with respect to financial Filed herewith.
statements of Harron.
24.01 Power of Attorney (included on the signature page to the Filed herewith.
registration statement)
</TABLE>
