8-K

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UNITED STATES
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 17, 2004

OLYMPUS COMMUNICATIONS, L.P.
OLYMPUS CAPITAL CORPORATION
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
FRONTIERVISION HOLDINGS, L.P.
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
ARAHOVA COMMUNICATIONS, INC.
(Exact name of registrants as specified in their respective charters)

Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware	333-19327 333-19327-01 333-9535 333-9535-01 333-36519 333-36519-01 333-75567-01 0-16899	25-1622615 23-2868925 84-1316775 84-1353734 84-1432334 84-1432976 84-1481765 25-1844576
(State or other jurisdiction of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

5619 DTC Parkway—Greenwood Village, CO 80111
(Address of principal executive offices) (Zip Code)

Registrants' telephone number, including area code (303) 268-6300

Item 7. Financial Statement and Exhibits.

(c)

Exhibits.

Exhibit No.	Description
99.1	Exhibit A to Notice of Second Amendment of Financing Documents Related to Debtors' Motion for Order Pursuant to 11 U.S.C. §§ 105, 363, 503 and 507 Authorizing and Approving Commitment Letter and Related Documents for $8.8 Billion Exit Facility and Payment of Related Fees and Expenses.

Item 9. Regulation FD Disclosure.

        On June 17, 2004, Adelphia Communications Corporation (the "Company") and certain of its subsidiaries, including each of the registrants, filed a notice (the "Notice") with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") advising the Bankruptcy Court that on June 16, 2004, the Company and JPMorgan Chase Bank, J.P. Morgan Securities Inc., Credit Suisse First Boston, acting through its Cayman Islands Branch, Citicorp North America, Inc., Citigroup Global Markets Inc., Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. entered into an amendment to the amended and restated fee letter relating to the Company's proposed $8.8 billion exit financing facility.

        A copy of Exhibit A to the Notice, which summarizes certain changes reflected in the amendment to the amended and restated fee letter, in the form filed with Bankruptcy Court is included herewith as Exhibit 99.1.

        In accordance with general instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K (including exhibits) (this "Report") that is being furnished pursuant to Item 9 of Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth in such filing. This Report will not be deemed an admission as to the materiality of any information in this Report that is required to be disclosed solely by Regulation FD.

Cautionary Statement Regarding Financial and Operating Data

        As a result of actions taken by management of the Company during the time that members of the Rigas family held senior executive positions: (a) the Company has not yet completed its financial statements as of and for the years ended December 31, 2003, 2002 and 2001, or received its independent public accountants' report thereon or filed with the Securities and Exchange Commission (the "Commission") its Annual Report on Form 10-K for the years ended December 31, 2003, 2002 and 2001; (b) the Company's former independent public accountants, Deloitte & Touche LLP, suspended their auditing work on the Company's financial statements as of and for the year ended December 31, 2001 and withdrew the audit reports it had issued with respect to the financial statements of the Company; (c) the Company has not yet completed its financial statements or filed with the Commission its Quarterly Reports on Form 10-Q as of and for the quarterly periods ended March 31, 2004, September 30, 2003, June 30, 2003 and March 31, 2003; (d) the Company has not yet completed its financial statements or filed with the Commission its Quarterly Reports on Form 10-Q as of and for the quarterly periods ended September 30, 2002, June 30, 2002 and March 31, 2002; and (e) the Company expects to restate its financial statements for the years ended December 31, 2000 and 1999, and its interim financial statements for 2001 and possibly other periods. New management took control of the Company in May 2002, retained new independent auditors and began the preparation of

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financial statements for the periods in question. Current management believes that the public information provided by certain members of the Rigas family on other matters of interest to investors, such as the percentage of the Company's cable television systems that the Company believes have been upgraded to current standards, was unreliable. Until the completion of the restatement and the disclosure of restated financial results, previously reported financial information and other public information provided by the Rigas family should not be relied upon and information contained in this Report may have to be updated or supplemented. The Company is working to complete the restatement as promptly as possible and to obtain the opinion of its independent auditors on such restated financial statements. Receipt of an audit opinion with respect to the restated financial statements is a condition to consummation of the Company's proposed plan of reorganization and to consummation of the Company's proposed exit financing facilities.

Cautionary Statement Regarding Forward-Looking Statements

        This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements regarding the Company's and its subsidiaries' and affiliates' expected future financial position, results of operations, cash flows, process for sale of the Company, restructuring and financing plans, expected emergence from bankruptcy, business strategy, budgets, projected costs, capital expenditures, network upgrades, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include the Company's pending bankruptcy proceeding, results of litigation against the Company and government investigations of the Company, the effects of government regulation including the actions of local cable franchising authorities, the availability of financing, actions of the Company's competitors, results and impacts of any process to sell the Company or its assets, customer response to repackaged services, pricing and availability of programming, equipment, supplies, and other inputs, the Company's ability to upgrade its network, technological developments, and changes in general economic conditions. Many of these factors are outside of the Company's control.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 17, 2004	OLYMPUS COMMUNICATIONS, L.P. (Registrant)
	By:	ACC OPERATIONS, INC., as its Managing General Partner
		By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
	OLYMPUS CAPITAL CORPORATION (Registrant)
	By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
	FRONTIERVISION OPERATING PARTNERS, L.P. (Registrant)
	By:	FRONTIERVISION HOLDINGS, L.P., as its General Partner
		By:	FRONTIERVISION PARTNERS, L.P., as its General Partner
			By:	ADELPHIA GP HOLDINGS, L.L.C., as its General Partner
				By:	ACC OPERATIONS, INC., as its Sole Member
				By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer

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FRONTIERVISION CAPITAL CORPORATION (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
FRONTIERVISION HOLDINGS, L.P., (Registrant)
By:	FRONTIERVISION PARTNERS, L.P., as its General Partner
	By:	ADELPHIA GP HOLDINGS, L.L.C., as its General Partner
		By:	ACC OPERATIONS, INC., as its Sole Member
		By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer

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ARAHOVA COMMUNICATIONS, INC. (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Exhibit A to Notice of Second Amendment of Financing Documents Related to Debtors' Motion for Order Pursuant to 11 U.S.C. §§ 105, 363, 503 and 507 Authorizing and Approving Commitment Letter and Related Documents for $8.8 Billion Exit Facility and Payment of Related Fees and Expenses.

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Item 7. Financial Statement and Exhibits.
Item 9. Regulation FD Disclosure.

SIGNATURE
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

EXHIBIT A
SUMMARY OF CHANGES SET FORTH IN
AMENDMENT NO. 2 OF AMENDED AND RESTATED FEE LETTER(1)

        This Exhibit A summarizes the changes to the Fee Letter reflected in Amendment No. 2 of Amended and Restated Fee Letter ("Amendment No. 2").

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Accrual of Commitment Fees. Under the terms of the Fee Letter, and prior to giving effect to the terms of Amendment No. 2, the commitment fees in respect of both the Senior Secured Credit Facilities and the Bridge Facility began accruing on February 24, 2004, the date of the execution of the initial Commitment Letter. Under the terms of Amendment No. 2, the commitment fees in respect of both the Senior Secured Credit Facilities and the Bridge Facility will not begin to accrue until the date that the Court enters an order approving the terms of the Exit Facilities. Prior to such date, no commitment fees will accrue and the Debtors shall have no liability in respect of any commitment fees that accrued prior to the execution of Amendment No. 2. As a result of this change to the Fee Letter, and assuming the Exit Facilities are approved by the Court on June 21, 2004, the aggregate savings to the Debtors will be approximately $17 million (which amount represents the aggregate amount of commitment fees that would have accrued on the Senior Secured Credit Facilities and the Bridge Facility from February 24, 2004 through June 21, 2004).(2)



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Termination Fee. As previously disclosed to the Court, under the terms of Amendment No. 1 of Amended and Restated Commitment Letter, dated June 1, 2004, the Debtors obtained the ability to unilaterally terminate the Commitment Letter and all related documentation (and all, but not less than all, of the commitments of each Initial Lender and the obligations of each member of the Arranger Group) upon the execution of a definitive agreement, which has been approved by the Board of Directors of Adelphia Communications Corporation, pursuant to which the Debtors will sell all or substantially all of their assets, taken as a whole, or all or substantially all of the equity securities of Adelphia Communications Corporation, in each case, whether by way of asset sale, merger, consolidation or otherwise. Prior to the execution of Amendment No. 2, the Fee Letter required, as a condition to such termination, that the Debtors, among other things, make a one-time lump sum payment to the Initial Lenders in the amount of $10 million. Under the terms of Amendment No. 2, the Debtors will retain the ability to unilaterally terminate the Commitment Letter and all related documentation as provided above, but will not be required to pay the one-time lump sum payment of $10 million (although the Debtors will continue to be required, as a condition to termination, to pay the accrued and unpaid commitment fees (on the terms described above) and the accrued and unpaid expenses of the Initial Lenders, the Arranger Group and the Securities Arranger Group).



•

Total Savings to the Debtors. As a result of the changes reflected in Amendment No. 2, and assuming that the (i) Court approves the Exit Facilities on June 21, 2004 and (ii) Debtors were to elect to terminate the Exit Facilities in connection with a sale as contemplated above, the aggregate savings to the Debtors would be approximately $27 million, comprised of (A) the approximately $17 million the Debtors will save as a result of the change in the accrual date in respect of the commitment fees and (B) the $10 million termination fee which has been eliminated under the terms of Amendment No. 2.

* * * * * * * * * * * * * *

(1)

This summary and description of the changes to the terms of the Fee Letter is being provided for the convenience of the Court and parties in interest. In all instances, the actual terms of Amendment No. 2 will control. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Notice of Amendment of Financing Documents to which this summary is attached or the Motion, as the case may be.

(2)

Note that as previously disclosed to the Court, within three business days of the date that the Court enters an order approving the terms of the Exit Facilities, the Debtors will be required to make a one-time lump sum payment in respect of the Bridge Facility of $10 million. Amendment No. 2 does not modify this requirement.

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EXHIBIT A SUMMARY OF CHANGES SET FORTH IN AMENDMENT NO. 2 OF AMENDED AND RESTATED FEE LETTER(1)