-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KmfpnmP6xOx1fupQXOPOZcWe/2a8BWZFpmwS6rdJMi9069ojJDQkeB1r/bUIkENn nxyu3U8fHV5SxDchX8c0yQ== 0000950132-99-000151.txt : 19990301 0000950132-99-000151.hdr.sgml : 19990301 ACCESSION NUMBER: 0000950132-99-000151 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADELPHIA COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000796486 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232417713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-73025 FILM NUMBER: 99552266 BUSINESS ADDRESS: STREET 1: MAIN AT WATER STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: MAIN AT WATER STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 26, 1999 REGISTRATION NO. 333- ================================================================================ 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) DELAWARE 4841 23-2417713 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) MAIN AT WATER 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 MAIN AT WATER 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
============================================================================================================================== 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 - ------------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share 4,000,000 shares $56.03 $224,120,000.00 $62,305.36 ===============================================================================================================================
(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 February 25, 1999. - ----------- 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. SUBJECT TO COMPLETION February 26, 1999 4,000,000 shares ADELPHIA COMMUNICATIONS CORPORATION Class A common stock 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 Stockholder" on page ___ 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 4,000,000 shares of Adelphia's Class A common stock; however, the holders of Class A common 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 4 for a discussion of stock's ticker symbol is "ADLAC." On things you should consider when investing in February 25, 1999, the closing sale price Class A common stock. on the Nasdaq National Market of a single share of the Class A common stock was $56.125. 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 or accuracy of this prospectus. Any dividends, liquidations and voting. The representation to the contrary is a criminal Class A common stock has preferential rights offense. with
The date of this prospectus is , 1999. ------------- -- 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. TABLE OF CONTENTS ----------------- ADELPHIA.............................................................. 1 RISK FACTORS.......................................................... 4 DILUTION.............................................................. 14 SELLING STOCKHOLDER................................................... 14 USE OF PROCEEDS....................................................... 17 PLAN OF DISTRIBUTION.................................................. 17 WHERE YOU CAN FIND MORE INFORMATION................................... 19 EXPERTS............................................................... 20 i ADELPHIA Adelphia is a leader in the telecommunications industry with cable television and local telephone operations. 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. As of December 31, 1998, we owned or managed cable television systems with broadband networks that passed in front of 3,252,830 homes and served 2,304,325 basic subscribers. John J. Rigas, the Chairman, President, Chief Executive Officer and founder of Adelphia, has owned and operated cable television systems since 1952. We own cable systems in twelve states which are organized into seven regional clusters: Western New York, Virginia, Western Pennsylvania, New England, Eastern Pennsylvania, Ohio and New Jersey. These systems are located primarily in suburban areas of large and medium-sized cities within the 50 largest television markets. As of December 31, 1998, the broadband networks for these systems passed in front of 2,131,978 homes and served 1,528,307 basic subscribers. We also provide management and consulting services to other partnerships and corporations engaged in the ownership and operation of cable television systems. John J. Rigas and members of his immediate family, including entities they own or control, have substantial ownership interests in these partnerships and corporations. As of December 31, 1998, the broadband networks for cable systems owned by these Rigas family partnerships and corporations passed in front of 177,250 homes and served 134,443 basic subscribers. We also own a 50% voting interest and nonvoting preferred limited partnership interests in Olympus Communications, L.P. Olympus is a joint venture limited partnership that operates a large cable system in Florida. As of December 31, 1998, the broadband networks for this system passed in front of 943,602 homes and served 641,575 basic subscribers. Through our subsidiary, Hyperion Telecommunications, Inc., we own and operate a large competitive local exchange carrier in the eastern United States. This means that Hyperion provides its customers with alternatives to the incumbent local telephone company for local telephone and telecommunications services. Hyperion's 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 December 31, 1998, Hyperion managed and operated 22 telecommunications networks, including two under construction, serving 46 markets. Hyperion's Class A common stock is listed on the Nasdaq National Market under the symbol "HYPT." 1 Our executive offices are located at Main at Water Street, Coudersport, Pennsylvania 16915, and our telephone number is (814) 274-9830. Recent Developments On February 23, 1999, Adelphia announced that it had entered into a definitive agreement to acquire FrontierVision Partners, L.P. for approximately $2,100,000,000. Under that agreement Adelphia would acquire 100% of FrontierVision in exchange for approximately $550,000,000 in cash, approximately 7,000,000 shares of Adelphia Class A common stock and the assumption of approximately $1,110,000,000 of debt. The transaction is subject to customary closing conditions. As of February 23, 1999, FrontierVision had approximately 702,000 basic cable subscribers, of which 310,000 were located adjacent to Adelphia's existing operations in New England and Virginia. The remaining 392,000 FrontierVision subscribers were located in Ohio and Kentucky and would form a new cluster for Adelphia in the Ohio/Kentucky region. On January 29, 1999, Adelphia purchased from Telesat Cablevision, Inc., a subsidiary of FPL Group, Inc., shares of Adelphia's stock owned by Telesat. Adelphia purchased 1,091,524 shares of Class A common stock and the 20,000 shares of Series C Cumulative Convertible preferred stock which are convertible into an additional 2,358,490 shares of Class A common stock. These shares represent 3,450,014 shares of common stock on a fully converted basis. Adelphia and Telesat also agreed to a redemption of Telesat's interests in Olympus by July 11, 1999. The redemption transaction is subject to applicable approvals of third parties or governmental authorities. The aggregate purchase price for the transactions described above will be approximately $257,200,000. On January 21, 1999, Adelphia acquired Verto Communications, Inc. Verto provided cable television services to approximately 56,000 subscribers in the greater Scranton, Pennsylvania area at the date of acquisition. In connection with the Verto acquisition, Adelphia issued or will issue 2,561,024 shares of its Class A common stock to the former owners of Verto. On January 14, 1999, Adelphia completed offerings totaling 8,600,000 shares of its Class A common stock. In those offerings, Adelphia sold 4,600,000 newly issued shares of Class A common stock to Goldman, Sachs & Co. at $43.25 per share and it also sold 4,000,000 shares of its Class A common stock at $43.25 per share to a Rigas family partnership. Adelphia used the proceeds of about $372,000,000 from these offerings to repay subsidiary bank debt, which may be reborrowed and used for general corporate purposes. It is these 4,000,000 shares sold to the Rigas family partnership that are being offered and sold under this prospectus. On January 13, 1999, Adelphia completed offerings of $100,000,000 of 7 1/2% Senior Notes due 2004 and $300,000,000 of 7 3/4% Senior Notes due 2009. Net proceeds from these offerings, after deducting offering expenses, were approximately $393,700,000. Of this amount, Adelphia will use at least $160,000,000 to purchase, redeem or otherwise retire a portion of its 9 1/2% Senior Pay-In-Kind Notes due 2004. Adelphia used the remainder to repay borrowings under 2 revolving credit facilities of its subsidiaries which may be reborrowed and used for general corporate purposes. The terms of these notes are similar to those of Adelphia's existing publicly held senior debt. On December 30, 1998, Adelphia's 66.7% owned joint venture limited partnership with Tele-Communications, Inc., which has operations in the Western New York region, completed a $700,000,000, eight and one-half year credit facility. The credit facility consists of a $350,000,000 reducing revolving credit portion and a $350,000,000 term loan portion. The partnership used proceeds from initial borrowings to repay indebtedness owed to Adelphia. 3 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 this prospectus before you decide to purchase shares of Adelphia's Class A common stock. High Level Of Adelphia has a substantial amount of debt. We borrowed this money to Indebtedness purchase and to expand our cable systems and other operations and, to a lesser extent, for investments and loans to our affiliates. At We owe approximately December 31, 1998, our indebtedness totaled approximately $3.5 billion. Our $3,527,452,000. This included approximately: high level of indebtedness can have . $1,810,212,000 of Adelphia Parent Company public debt. When we important adverse use the term "Adelphia Parent Company" in this prospectus, we are consequences to us and referring only to Adelphia Communications Corporation as a parent to you. holding company entity, and not to its subsidiaries; . $1,246,456,000 of debt owed by our subsidiaries to banks, other financial institutions and other persons; and . $470,784,000 of public debt owed by Hyperion. Debt service consumes a Our high level of indebtedness can have important adverse substantial portion of consequences to us and to you. It requires that we spend a the cash we generate. substantial portion of the cash we get from our business to repay the This could affect our principal and interest on these debts. Otherwise, we could use these ability to invest in funds for general corporate purposes or for capital improvements. our business in the Our ability to obtain new loans for working capital, capital future as well as to expenditures, acquisitions or capital improvements may be limited by react to changes in our current level of debt. In addition, having such a high level of our industry or debt could limit our ability to react to changes in our industry and economic downturns. to economic conditions generally. In addition to our debt, at December 31, 1998, the Adelphia Parent Company also had approximately $148,191,000 and Hyperion had approximately $228,674,000 of redeemable exchangeable preferred stock which contain payment obligations that are similar to our debt obligations in these respects. Olympus also has a substantial amount of debt. Approximately 32% of Our debt comes due at various times up to the year 2009, including an this debt must be paid aggregate of approximately $1,126,169,000 which, as of December 31, by April 1, 2003 and 1998, we must pay by April 1, 2003. all of it must be paid by 2009.
4 Our Business Requires Our business requires substantial additional financing on a Substantial Additional continuing basis for capital expenditures and other purposes Financing And If We Do including: Not Obtain That . constructing and upgrading our plant and networks--some of these Financing We May Not upgrades we must make to comply with the requirements of local cable Be Able To Upgrade Our franchise authorities, Plant, Offer Services, . offering new services, Make Payments When Due . scheduled principal and interest payments, and Or Refinance Existing . refinancing existing debt. Debt 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. We Have Had Large The Total Convertible Preferred Stock, Common Stock and Other Losses And Negative Stockholders' Equity (Deficiency) at December 31, 1998 was a deficit Stockholders' Equity of approximately $1,021,746,000. Our continuing net losses, which are And We Expect This To mainly due to our high levels of depreciation and amortization and Continue interest expense, have created this deficiency. Our recent net losses applicable to our common stockholders were approximately as follows for the periods specified: . fiscal year ended March 31, 1996 - $119,894,000; . fiscal year ended March 31, 1997 - $130,642,000; . fiscal year ended March 31, 1998 - $192,729,000; and . nine months ended December 31, 1998 - $135,848,000. We expect to continue to incur large net losses for the next several years. Our earnings have been Our earnings could not pay for our combined fixed charges and insufficient to pay preferred stock dividends during these periods by the amounts set for our fixed charges forth in the table below, although combined fixed changes and and preferred stock preferred stock dividends included substantial non-cash charges for dividends. depreciation, amortization and non-cash interest expense on some of our debts and the non-cash expense of Hyperion's preferred stock dividends:
5
Earnings Non-Cash Deficiency Charges --------------- --------------- . fiscal year ended March 31, 1996 $ 78,189,000 $127,319,000 . fiscal year ended March 31, 1997 $ 61,848,000 $165,426,000 . fiscal year ended March 31, 1998 $113,941,000 $195,153,000 . nine months ended December 31, 1998 $116,899,000 $186,022,000 If we could not Historically, the cash we generate from our operating activities and refinance our debt or borrowings has been sufficient to meet our requirements for debt obtain new loans, we service, working capital, capital expenditures, and investments in and would likely have to advances to our affiliates, and we have depended on getting additional consider various borrowings to meet our liquidity requirements. Although in the past we options such as the have been able both to refinance our debt and to obtain new debt, there sale of additional can be no guarantee that we will be able to continue to do so in the equity or some of our future or that the cost to us or the other terms which would affect us assets to meet the would be as favorable to us as our current loans and credit agreements. principal and interest We believe that our business will continue to generate cash and that we payments we owe, will be able to obtain new loans to meet our cash needs. However, the negotiate with our covenants in the indentures and credit agreements for our current debt lenders to restructure limit our ability to borrow more money. existing loans or explore other options available under applicable laws including those under reorganization or bankruptcy laws. We can not guarantee that any options available to us would enable us to repay our debt in full. Competition The telecommunications services provided by Adelphia are subject to strong competition and potential competition from various sources. Our cable television systems compete with other means of distributing video Our cable television to home televisions such as Direct Broadcast Satellite systems, business is subject to commonly known as DBS systems, and Multichannel Multipoint Distribution strong competition systems. Some of the regional Bell telephone operating companies and from several sources other local telephone which
6 which could adversely companies are in the process of entering the video-to-home business affect revenue or and several have expressed their intention to enter the video-to-home revenue growth. business. In addition, some regional Bell operating companies and local telephone companies have facilities which are capable of delivering cable television service. The equipment which telephone companies use in providing local exchange service may give them competitive advantages over us in distributing video to home televisions. The regional Bell 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. We 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. Hyperion's operations In each of the markets served by Hyperion's networks, the competitive are also subject to local exchange carrier services offered by Hyperion compete principally risk because Hyperion with the services offered by the incumbent local telephone exchange competes principally carrier company serving that area. Local telephone companies have with established local long-standing relationships with their customers, have the potential to telephone carriers subsidize competitive services from monopoly service revenues, and that have long-standing benefit from favorable state and federal regulations. The merger of utility relationships Bell Atlantic and NYNEX created a very large company whose combined with their customers territory covers a substantial portion of Hyperion's markets. Other and pricing flexibility combinations are occurring in the industry, which may have a material for local telephone adverse effect on Hyperion and us. services. We think that local telephone companies will gain increased pricing flexibility from regulators as competition increases. Hyperion's operating results and cash flow could be materially and adversely affected by actions by regulators, including permitting the incumbent local telephone companies in Hyperion's 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 to Hyperion for interconnection to the incumbent local telephone company's networks.
7 If the regional Bell The regional Bell operating companies can now obtain regulatory telephone companies approval to offer long distance services if they comply with the could get regulatory interconnection requirements of the federal Telecommunications Act of approval to offer long 1996. To date, the FCC has denied the requests for approval filed by distance service in regional Bell operating companies in Hyperion's operating areas. competition with However, an approval of such a request could result in decreased market Hyperion's significant share for the major long distance carriers which are among Hyperion's customers, some of significant customers. This could have a material adverse effect on Hyperion's major Hyperion. customers could lose market share. The regional Bell Regional Bell operating companies have also recently filed petitions telephone companies with the FCC requesting waivers of other obligations under the continue to seek other Telecommunications Act of 1996. These involve services the Company regulatory approvals also provides such as high speed data, long distance, and services to that could Internet Service Providers. If the FCC grants the regional Bell significantly enhance operating companies' petitions, this could have a material adverse their competitive effect on Hyperion. position against Hyperion. Potential competitors Potential competitors for Hyperion include other competitive local to Hyperion's exchange carriers, incumbent local telephone companies which are not telecommunications subject to regional Bell operating companies' restrictions on offering services include the long distance service, AT&T, MCIWorldCom, Sprint and other long regional Bell distance carriers, cable television companies, electric utilities, telephone companies, microwave carriers, wireless telecommunications providers and private AT&T, MCIWorldCom and networks built by large end users. Both AT&T and MCIWorldCom have Sprint, electric announced that they have begun to offer local telephone services in utilities and other some areas of the country, and AT&T recently announced a new wireless companies that have technology for providing local telephone service. AT&T and advantages over Tele-Communications, Inc. also announced that they will merge. Although Hyperion. Hyperion has 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 Hyperion's services when entering the market for local exchange services. Many of Hyperion's current and potential competitors, particularly incumbent local telephone companies, have financial,
8 personnel and other resources substantially greater than those of Hyperion, as well as other competitive advantages over Hyperion. We Are Subject To The cable television industry and the provision of local telephone Extensive Regulation exchange services are subject to extensive regulation at the federal, state and local levels, and many aspects of such regulation are Our cable television currently the subject of judicial proceedings and administrative or and telecommunications legislative proposals. In particular, the FCC adopted regulations that businesses are heavily limit our ability to set and increase rates for our basic and cable regulated as to rates programming service packages and for the provision of cable we can charge and television-related equipment. The law permits certified local other matters. This franchising authorities to order refunds of rates paid in the previous regulation could limit twelve-month period determined to be in excess of the permitted our ability to reasonable rates. It is possible that rate reductions or refunds of increase rates, cause previously collected fees may be required in the future. us to decrease then current rates or require us to refund previously collected fees. The cable television industry is subject to state and local regulations and 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. The federal The federal Telecommunications Act of 1996 substantially changed Telecommunications federal, state and local laws and regulations governing our cable Act of 1996 may have a television and telecommunications businesses. This law could significant impact on materially affect the growth and operation of the cable television our cable television industry and the cable services we provide. Although this legislation and telephone may lessen regulatory burdens, the cable television industry may be businesses. 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 Telecommunications Act of 1996 removes entry barriers for all companies and could increase substantially the number of competitors offering comparable services in Hyperion's markets
9 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 Hyperion. Unequal Voting Rights Adelphia has two classes of common stock -- Class A which carries one Of Stockholders vote per share and Class B which carries ten votes per share. The shares being offered to you by this prospectus are Class A shares. Under our Certificate of Incorporation, the Class A shares elect only one of our eight directors. Control Of Voting Power As of February 1, 1999, the Rigas family beneficially owned shares By The Rigas Family representing about 49% of the total number of outstanding shares of both classes of Adelphia's common stock and about 82% of the total The Rigas family can voting power of Adelphia's shares. The public holds a majority of the control stockholder outstanding Class A shares, although the Rigas family also owns about decisions on very 36% of those shares as of February 1, 1999. The Rigas family owns important matters. about 99% of Adelphia's Class B shares. The Rigas family also owns shares of Adelphia's 8% Series C Cumulative Convertible preferred stock which, if converted, would increase its voting power. 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 seven of eight Adelphia directors, and if they converted their Convertible preferred stock might be able to elect all eight directors. In addition, the Rigas family could control stockholder decisions on other matters such as amendments to our Certificate of Incorporation and Bylaws, and mergers or other fundamental corporate transactions. There Are Potential John J. Rigas and the other executive officers of Adelphia, including Conflicts Of Interest other members of the Rigas family, own other corporations and Between Adelphia And partnerships, which are managed by us for a fee. Subject to the The Rigas Family 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 us, 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 some restrictions on transactions between us and our affiliates.
10 Holding Company The Adelphia Parent Company directly owns no significant assets other Structure And than stock, partnership interests, equity and other interests in our Potential Impact Of subsidiaries and in other companies. This creates risks regarding our Restrictive Covenants ability to provide cash to the Adelphia Parent Company to repay the In Subsidiary Debt interest and principal which it owes, our ability to pay cash dividends Agreements 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 The public indentures and the credit agreements for bank and other Company depends on its financial institution loans of our subsidiaries and other companies subsidiaries and other restrict their ability and the ability of the companies they own to companies in which it make payments to the Adelphia Parent Company. These agreements also has investments, to place other restrictions on the borrower's ability to borrow new funds fund its cash needs. and include requirements for the borrowers to remain in compliance with the loans. 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, to be due and payable. Our subsidiaries and companies in which we have invested might not be able to repay in full the accelerated loans. It Is Unlikely You Will Adelphia has never declared or paid cash dividends on any of its common Receive A Return On stock and has no intention of doing so in the foreseeable future. As a Your Shares Through result, it is unlikely that you will receive a return on your shares The Payment Of Cash through the payment of cash dividends. Dividends Future Sales Of Sales of a substantial number of shares of Class A common stock or Outstanding Common Class B common stock, including sales by any pledgees of such shares, Stock Could Adversely could adversely affect the market price of our Class A common stock and Affect The Market could impair our ability in the future to raise capital through stock Price Of Our Common offerings. Stock Under various registration rights agreements or arrangements, as of January 26, 1999, 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--15,029,119 shares, Class B common stock--10,736,544 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
11 9,433,962 shares of Class A common stock into which they may be converted. Among others, Adelphia has registered or agreed to register for public sale the following shares: . for the Rigas family -- up to 11,000,000 shares of Class A common stock, 80,000 shares of Convertible preferred stock and the Class A common stock issuable upon conversion of the Convertible preferred stock; . for Booth American Company -- 3,571,428 shares of Class A common stock owned as of March 24, 1998; . for the selling stockholders receiving shares in the Verto acquisition -- 2,561,024 shares of Class A common stock; . in connection with the January 14, 1999 equity offerings, under this prospectus Adelphia is registering for public resale the 4,000,000 shares of Class A common stock purchased by a Rigas family partnership; and . in connection with the pending FrontierVision acquisition described in Recent Developments, Adelphia has agreed to register 7,000,000 shares of Class A common stock. Approximately 14,904,000 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 Persons purchasing Class A common stock will incur immediate and Common Stock Will substantial net tangible book value dilution. Incur Immediate Dilution Year 2000 Issues The year 2000 issue refers to the inability of computerized systems and Present Risks To Our technologies to recognize and process dates beyond December 31, 1999. Business Operations In This could present risks to the operation of our business in several Several Ways ways. Our computerized business applications that could be adversely affected by the year 2000 issue include: . information processing and financial reporting systems, . customer billing systems, . customer service systems, . telecommunication transmission and reception systems, and . facility systems.
12 System failure or miscalculation could result in an inability to process transactions, send invoices, accept customer orders or provide customers with products and services. Although we are evaluating the impact of the year 2000 issue on our business and are seeking to implement necessary solutions, this process has not been completed. There can be no assurance that the systems of other companies on which our systems rely will be year 2000 ready or timely converted into systems compatible with our systems. Our failure or a third-party's failure to become year 2000 ready, or our inability to become compatible with third parties with which we have a material relationship, may have a material adverse effect on us, including significant service interruption or outages; however, we cannot currently estimate the extent of any such adverse effects. Forward-Looking The statements contained or incorporated by reference in this Statements In This prospectus that are not historical facts are "forward-looking Prospectus Are Subject statements" and can be identified by the use of forward-looking To Risks And terminology such as "believes," "expects," "may," "will," "should," Uncertainties "intends" 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 1998 Annual Report on Form 10-K and in Adelphia's Form 10-Qs, is forward-looking, such as information relating 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, 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.
13 DILUTION The net tangible book value of Adelphia's common stock as of December 31, 1998 was a deficit of approximately ($2,050,905,000) or ($48.72) a share. Net tangible book value per share represents the amount of Adelphia's convertible preferred stock, common stock and other stockholders' equity (deficiency), 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. For example, in the January 14, 1999 equity offerings, the purchase price of a single share initially sold to the public was $45.00 and the net tangible book value dilution per share was $78.53. Net tangible book value dilution per share represents the difference between the amount per share paid by purchasers of shares of Class A common stock in an offering by Adelphia and the pro forma net tangible book value per share of the common stock immediately after completion of such offering. SELLING STOCKHOLDER The selling stockholder is Highland Holdings II. We will refer to Highland Holdings II as Highland II in this prospectus. For ease of reference, the term selling stockholder also includes any transferees, pledgees such as banks, brokers, financial institutions or other lenders (which may include, among others, Goldman, Sachs & Co. and/or its affiliates), donees or successors of Highland II. To the extent required we will name any additional selling stockholders in a supplement to this prospectus. Adelphia has registered the shares, among other reasons, to permit Highland II to sell all or a portion of them under this prospectus and also to permit Highland II to pledge as collateral all or a portion of the shares with brokerage or other financial or lending institutions for margin loans. Margin loans were made by Goldman, Sachs & Co. to the selling stockholder, which used the proceeds to finance in part its purchase of the shares from Adelphia in January 1999. There may be additional information regarding any pledge of the shares set forth in a prospectus supplement to this prospectus. The following table sets forth, based on information available to Adelphia as of February 16, 1999, information with respect to the beneficial ownership of Class A common stock and Class B common stock by Highland II and members of the Rigas family who may be deemed to have an interest in the shares. This table is based on 41,328,343 shares of Class A common stock and 10,834,476 shares of Class B common stock outstanding on such date, and after giving effect to the sale of the shares of Class A common stock offered under this prospectus by the selling stockholder. The business address of the selling stockholder and all other stockholders listed in the table, including all members of the Rigas family, is Main at Water Street, Coudersport, Pennsylvania 16915. 14
Shares of Percent of Shares of Percent of Shares of Percent of Shares of Class A Class A Class A Class A Class B Class B Class A Common Common Common Common Common Common Common Stock After Stock After Name Stock Stock Stock Stock Stock Offered Offering Offering - ---- --------- ---------- ----------- ---------- ------------- ----------- ----------- Doris Holdings, L.P. (a)... 2,398,151 5.8% -- -- -- 2,398,151 5.8% Highland Holdings II (b)... 4,000,000 9.7% -- -- 4,000,000 -- -- Highland Communications, L.L.C.(b)................ 8,556,268 20.7% -- -- -- 8,556,268 20.7% Highland Preferred Communications, L.L.C. (b).............. 9,433,962 18.6% -- -- -- 9,433,962 18.6% Highland Holdings (b)...... (b) (b) -- -- (b) (b) (b) John J. Rigas.............. (c) (d) 5,883,004(e) 54.3% (c) (c) (d) Michael J. Rigas........... (c) (d) 1,915,970(e) 17.7% (c) (c) (d) Timothy J. Rigas........... (c) (d) 1,915,970(e) 17.7% (c) (c) (d) James P. Rigas............. (c) (d) 1,151,634(e) 10.6% (c) (c) (d) Ellen K. Rigas............. (f) (g) 261,762(e) 2.4% (f) (f) (g)
(a) Doris Holdings, L.P. ("Doris"), a limited partnership, and Eleni Acquisition, Inc., the general partner of Doris, are affiliates of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas, each of whom has shared voting and investment power with respect to the shares held by Doris. In addition, through irrevocable proxies, each of the above-named individuals shares with Doris the power to vote or direct the vote of such number of shares of Class A common stock held as is described in note (c) below. (b) Each of Highland Holdings ("Highland") and Highland II is a general partnership, the general partners of which are John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and Ellen K. Rigas. These Rigas family members may be deemed to share voting and investment power with respect to the shares held by Highland's wholly owned subsidiaries, Highland Communications, L.L.C. and Highland Preferred Communications, L.L.C., and also with respect to the shares held by Highland II. The amount shown for Highland Preferred Communications, L.L.C. includes, and the percentage shown reflects, 9,433,962 shares of Class A common stock into which the 80,000 shares of Adelphia's Series C Cumulative Convertible preferred stock held by Highland Preferred Communications, L.L.C. is convertible. The amount shown for Highland Communications, L.L.C. includes 8,506,268 shares of Class A common stock held directly by it and 50,000 shares of Class A common stock held by Bucktail Broadcasting Corporation, another subsidiary of Highland. 15 (c) The holders of Class B common stock are deemed to be beneficial owners of an equal number of shares of Class A common stock because Class B common stock is convertible into Class A common stock on a one-to-one basis. In addition, the following persons own or have the power to direct the voting of shares of Class A common stock in the following amounts: John J. Rigas, 431,800 shares - 71,700 shares directly and 360,100 shares through Doris; Michael J. Rigas, 193,500 shares - 200 shares directly and 193,300 shares through Doris; Timothy J. Rigas, 193,500 shares - 200 shares directly and 193,300 shares through Doris; James P. Rigas, 193,300 shares indirectly through Doris. John J. Rigas shares voting power with his spouse with respect to 106,300 of such shares held through Doris. Each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas also shares voting and dispositive power with respect to the 17,990,230 shares of Class A common beneficially owned by Highland Holdings, the 4,000,000 shares of Class A common held by Highland II and the other 1,458,151 shares of Class A common held by Doris. See notes (a) and (b) above. (d) After giving effect to the conversion solely by each individual holder of all of his Class B common stock into Class A common stock and including all shares of Class A common stock, and the conversion into Class A common stock of Series C Cumulative Convertible Preferred Stock, currently held by such individual holder or over which such individual holder has or shares voting or investment power as disclosed in notes (a), (b) or (c) above, the percentage of Class A common stock owned by John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas would be 53.6%, 49.9%, 49.9% and 49.2%, respectively, prior to the sale of shares offered by the selling stockholder hereby, and 46.5%, 42.3%, 42.3% and 41.5%, respectively, after the sale of the shares offered by the selling stockholder hereby. Further, after giving effect to an additional 4,856,540 shares of Class A common stock of which John J. Rigas has the right to direct the voting in the election of directors pursuant to a Class B Stockholders Agreement (and assuming the parties to such agreement converted their Class B common stock into Class A common stock), as to all of which additional shares John J. Rigas disclaims beneficial ownership, the percentage of Class A Common stock owned by John J. Rigas would be 57.2%. (e) The amounts shown include 97,949 of the same shares which are owned of record by Dorellenic, a general partnership in which the five named individual Rigas family members are general partners. The named Rigas individuals have shared voting and investment power with respect to these shares. (f) As a holder of Class B common stock, Ellen K. Rigas is deemed to be the beneficial owner of an equal number of shares of Class A common stock because Class B common stock is convertible into Class A common stock on a one-to-one basis. In addition, Ellen K. Rigas owns 1,600 shares of Class A common stock directly and shares voting and investment power with respect to 17,990,230 shares of Class A common stock held by Highland and 4,000,000 shares of Class A common stock held by Highland II, prior to the sale of the shares offered by the selling stockholder hereby. See note (b) above. Ellen K. Rigas is the daughter of John J. Rigas. (g) After giving effect to the conversion of all of Ellen K. Rigas' Class B common stock into shares of Class A common stock and including all shares of Class A common stock, and the conversion into Class A common stock of Series C Cumulative Convertible Preferred Stock held 16 by Ellen K. Rigas or over which Ellen K. Rigas has or shares voting or investment power as discussed in note (b) above, the percentage of Class A common stock owned by Ellen K. Rigas would be 43.6% prior to the sale of the shares offered by the selling stockholder and 35.8% after giving effect to the sale of the shares offered by the selling stockholder. 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 stockholder. References in this section to the selling stockholder(s) also include any pledgees, donees or transferees described above. To the extent required we would identify any additional selling stockholders in a supplement to this prospectus. The selling stockholder has pledged all of the 4,000,000 shares as collateral in loan transactions pursuant to loan and margin agreements with Goldman, Sachs & Co. These loan and margin agreements include maintenance of collateral value covenants. These covenants require that, in the event that the value of the pledged shares declines below an agreed upon percentage of the Highland II loan, Highland II is obligated to pledge cash or other additional collateral of a type acceptable to Goldman, Sachs & Co. in an amount that results in the aggregate value of the pledged shares and other collateral exceeding an agreed upon percentage of the loan. Upon default by Highland II under the loan or pledge agreements, including without limitation any failure of Highland II to provide satisfactory additional collateral, Goldman, Sachs & Co. would have the right to sell the pledged shares under this prospectus and apply the proceeds to the repayment of the loans. A pledgee, including Goldman, Sachs & Co. and/or its affiliates, exercising its right to sell shares pledged to it by Highland II will have the same rights as Highland II to offer and sell such shares under this prospectus. The selling stockholder may offer its shares at various times in one or more of the following transactions, if permitted by applicable law: . 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, and such shares may be resold under the terms of such pledges; 17 . 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 stockholder may sell its shares at market prices at the time of sale, at prices related to market prices, at negotiated prices or at fixed prices. A selling stockholder may use broker-dealers to sell its shares. If this happens, broker-dealers will either receive discounts or commissions from the selling stockholder, or they will receive commissions from purchasers of shares for whom they acted as agents. The selling stockholder, 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 stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided the resales 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 and other similar selling expenses. Subject to some limitations, the selling stockholders will be 18 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. From time to time in the past, in the ordinary course of business Goldman, Sachs & Co. and/or their affiliates have provided investment banking and financial advisory services to Adelphia, Highland II and/or their affiliates for which they received customary compensation. They may continue to provide similar services in the future, for which they would expect to receive customary compensation. 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 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: . its Annual Report on Form 10-K for the year ended March 31, 1998, which incorporates, in Items 7 and 8 to such Form 10-K, portions of the Form 10-K for the fiscal year ended December 31, 1997 of Olympus Communications, L.P. and Olympus Capital Corporation, as amended by Adelphia's Form 10-K/A dated July 27, 1998; . its Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998 September 30, 1998 and December 31, 1998; . its Current Reports on Form 8-K for the events dated June 29, 1998, July 2, 1998, August 3, 1998, August 18, 1998, September 10, 1998, November 9, 1998, November 12, 1998, December 23, 1998, January 11, 1999 and February 23, 1999; 19 . its definitive proxy statement dated September 11, 1998 with respect to the Annual Meeting of Stockholders held on October 6, 1998; and . the description of its 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. 333-58749). 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 and . all of its filings made by it under the Exchange Act after the date the registration statement to which this prospectus is a part was initially filed and prior to the effective date of that registration statement. 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: Adelphia Communications Corporation Main at Water 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 March 31, 1997 and 1998, and for each of the three years in the period ended March 31, 1998, and the consolidated financial statements of Olympus and its subsidiaries as of December 31, 1996 and 1997, and for each of the three years in the period ended December 31, 1997, all incorporated in this prospectus by reference from Adelphia's Annual Report on Form 10-K for the year ended March 31, 1998, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. 20 Adelphia Communications Corporation 4,000,000 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 , 1999. ---------------- 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.
AMOUNT SEC filing fee....................................... $62,306 Legal fees and expenses.............................. $15,000(1) Accounting fees and expenses......................... $ 4,000 Miscellaneous expenses............................... $ 1,694 ------- Total................................................ $83,000 =======
/1/ Includes an estimated $5,000 to be paid by the pledgee of the selling stockholder. 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 provide for indemnification of the officers and directors of Adelphia to the full extent permissible under Delaware law. Adelphia's Certificate of Incorporation 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 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: Exhibit No. Reference - ----------- --------- 4.01 Certificate of Incorporation of Incorporated herein by Adelphia Communications Corporation reference is Exhibit 3.01 to Registrant's Current Report on Form 8-K dated July 24, 1997 (File No. 000-16104). 23.01 Consent of Deloitte & Touche LLP Filed herewith. 24.01 Power of Attorney (included on Filed herewith the signature page of the registration statement) 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; (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; 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. II-2 (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 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 24th day of February, 1999. -- ADELPHIA COMMUNICATIONS CORPORATION By /s/ Timothy J. Rigas ------------------------------------------ Timothy J. Rigas, Executive Vice President 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 Daniel R. Milliard, 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.
SIGNATURES TITLE DATE /s/ John J. Rigas Chairman, President and Chief Executive Officer February 24, 1999 - -------------------------- JOHN J. RIGAS /s/ Michael J. Rigas Executive Vice President and Director February 24, 1999 - -------------------------- MICHAEL J. RIGAS /s/ Timothy J. Rigas Executive Vice President, Chief Financial February 24, 1999 - -------------------------- Officer, Chief Accounting Officer, Treasurer TIMOTHY J. RIGAS and Director /s/ James P. Rigas Executive Vice President and Director February 24, 1999 - -------------------------- JAMES P. RIGAS /s/ Daniel R. Milliard Senior Vice President, Secretary and Director February 24, 1999 - -------------------------- DANIEL R. MILLIARD Director February , 1999 PERRY S. PATTERSON -- Director February , 1999 PETE J. METROS -- Director February , 1999 DENNIS P. COYLE --
II-4 EXHIBIT INDEX Exhibit No. Reference - ----------- --------- 4.01 Certificate of Incorporation of Incorporated herein by Adelphia Communications Corporation reference is Exhibit 3.01 to Registrant's Current Report on Form 8-K dated July 24, 1997 (File No. 000-16104). 23.01 Consent of Deloitte & Touche LLP Filed herewith. 24.01 Power of Attorney (included on the Filed herewith signature page to the registration statement) EX-23.01 2 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.01 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Adelphia Communications Corporation on Form S-3 of our report dated June 10, 1998 and our report dated March 6, 1998 on our audits of the financial statements of Adelphia Communications Corporation and subsidiaries and of Olympus Communications, L.P. and subsidiaries, respectively, appearing in and incorporated by reference in the Annual Report on Form 10-K of Adelphia Communications Corporation for the year ended March 31, 1998 and to the reference to us under the heading "Experts" in the prospectus, which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania February 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----