SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) January 18, 2001
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16014 23-2417713
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
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Item 5. Other Events.
In a press release dated January 18, 2001, a copy of which is attached to this
Form 8-K and filed herewith under Item 7 as Exhibit 99.01, Adelphia
Communications Corporation announced the final pricing and increased size terms
for its previously announced public offerings of Class A Common Stock and
Convertible Subordinated Notes due 2006. The final prospectus supplements for
these transactions provide for offerings of $750 million aggregate principal
amount of 6% Convertible Subordinated Notes due 2006 and 17,000,000 shares of
Class A Common Stock at a public offering price of $44.75 per share, prior to
the exercise of any underwriters' over-allotment options. The 6% Convertible
Subordinated Notes due 2006 are convertible into Class A Common Stock of
Adelphia at a conversion price of $55.49 per share.
These public offerings will generate gross proceeds totaling approximately $1.5
billion. Net proceeds will be initially invested in cash equivalents or used to
repay revolving credit facilities of Adelphia's subsidiaries, and thereafter
will be available for general corporate purposes. The transaction size of the
offerings was increased from the previously announced $400 million for the
Convertible Subordinated Notes and approximately $485 million for the Class A
Common Stock. Closing for each of the two separate offerings is expected to
occur on January 23, 2001.
In addition to the Class A Common Stock and 6% Convertible Subordinated Notes
due 2006 to be sold to the public, the family of John Rigas, Chairman of
Adelphia, has entered into agreements with Adelphia to purchase approximately
$167 million aggregate principal amount of 6% Convertible Subordinated Notes due
2006 of Adelphia, which are convertible into Class B Common Stock at a
conversion price of $55.49 per share, and approximately 5,819,367 shares of
Class B Common Stock of Adelphia at a price per share equal to $42.96 (the
public offering price less the underwriting discount in the Class A Common Stock
public offering), plus in each case an interest factor. The closings on these
Rigas family purchases will raise total proceeds of approximately $417 million
and are to occur within 270 days after the closings of the above mentioned
public offerings of 6% Convertible Subordinated Notes due 2006 and Class A
Common Stock.
With respect to the Company's public offering of 6% Convertible Subordinated
Notes due 2006, the Company determined that less than ten percent of the net
proceeds to the Company from such Notes offering will be paid to NASD members
participating in the distribution or associated or affiliated persons of such
members. As a result, such Notes offering is not subject to NASD Rule 2710(c)(8)
or Rule 2720 and no underwriter was required to serve or served as a "qualified
independent underwriter" in connection with such offering. Any inconsistent
statements in the Company's final prospectus supplement dated January 17, 2001
relating to such Notes offering are hereby superseded.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
99.01 Press Release dated January 18, 2001 (Filed Herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 18, 2001 ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ Timothy J. Rigas
Timothy J. Rigas
Executive Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.01 Press Release dated January 18, 2001 (Filed Herewith).
