8-K 1 fhc1068761.txt CURRENT REPORT ON FORM 8-K 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) June 28, 2002 FRONTIERVISION HOLDINGS, L.P. FRONTIERVISION HOLDINGS CAPITAL CORPORATION FRONTIERVISION HOLDINGS CAPITAL II CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-36519 84-1432334 Delaware 333-36519-01 84-1432976 Delaware 333-75567-01 84-1481765 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Numbers) Identification Nos.) One North Main Street - Coudersport, PA 16915-1141 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code (814) 274-9830 Item 5. Other Events. FrontierVision Holdings, L.P. ("Holdings") is 99.9% owned by FrontierVision Partners, L.P. ("FVP"), a wholly-owned subsidiary of Adelphia Communications Corporation ("Adelphia"), and 0.1% owned by FrontierVision Holdings, LLC, a wholly-owned subsidiary of FVP. FrontierVision Holdings Capital Corporation ("Holdings Capital") and FrontierVision Holdings Capital II Corporation ("Holdings Capital II") are wholly-owned subsidiaries of Holdings. As used herein, the term "Registrants" collectively refers to Holdings, Holdings Capital and Holdings Capital II. On June 25, 2002, Adelphia and its 228 subsidiaries and partnerships and joint ventures (collectively, the "Debtors"), including the Registrants, that filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") procured senior secured debtor-in-possession financing pursuant to the Credit and Guaranty Agreement (the "Credit Agreement"), among UCA LLC, Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P., FVOP, and ACC Investment Holdings, Inc., the Guarantors listed therein, each of the Financial Institutions from time to time party thereto, JP Morgan Chase Bank, as Administrative Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead Arrangers, Citicorp USA, Inc. as Collateral Agent, Wachovia Bank, N.A. as Co-Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents. On June 28, 2002 the Bankruptcy Court issued an Interim Order approving the Credit Agreement and permitting the Debtors to borrow up to an initial amount of $500,000,000 pursuant to the terms of the Credit Agreement. The Credit Agreement is subject to final approval by the Bankruptcy Court. The final hearing to approve the Credit Agreement has been scheduled for August 9, 2002. A copy of the Credit Agreement and the Interim Order are attached hereto as Exhibits 10.01 and 10.02, respectively. Item 7(c). Exhibits 10.01 Credit and Guaranty Agreement, dated as of June 25, 2002, among UCA LLC, Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P., FontierVision Operating Partners, L.P., and ACC Investment Holdings, Inc., the Guarantors listed therein, each of the Financial Institutions from time to time party thereto, JP Morgan Chase Bank, as Administrative Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead Arrangers, Citicorp USA, Inc. as Collateral Agent, Wachovia Bank, N.A. as Co-Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents. 10.02 Interim Order as filed with the United States Bankruptcy Court in the Southern District of New York on June 28, 2002. 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: July 9, 2002 By: FRONTIERVISION HOLDINGS, L.P., (Registrant) By: FRONTIERVISION PARTNERS, L.P., its General Partner By: ADELPHIA GP HOLDINGS, L.L.C., its General Partner By: ACC OPERATIONS, INC., its Sole Member By: /s/ Erland E. Kailbourne ------------------------------ Erland E. Kailbourne Chairman and Interim Chief Executive Officer FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant) By: /s/ Erland E. Kailbourne ------------------------------ Erland E. Kailbourne Chairman and Interim Chief Executive Officer FRONTIERVISION HOLDINGS II CAPITAL CORPORATION (Registrant) By: /s/ Erland E. Kailbourne ------------------------------ Erland E. Kailbourne Chairman and Interim Chief Executive Officer 2 EXHIBIT INDEX Exhibit No. Description 10.01 Credit and Guaranty Agreement, dated as of June 25, 2002, among UCA LLC, Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P., FontierVision Operating Partners, L.P., and ACC Investment Holdings, Inc., the Guarantors listed therein, each of the Financial Institutions from time to time party thereto, JP Morgan Chase Bank, as Administrative Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead Arrangers, Citicorp USA, Inc. as Collateral Agent, Wachovia Bank, N.A. as Co-Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents. 10.02 Interim Order as filed with the United States Bankruptcy Court in the Southern District of New York on June 28, 2002. 3