-----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, JFuFRhN10j9hxfIIIYBpllNksB9cUEHP7AzjvhScp9m763ul4p3iajFuuBIX5bqQ 6Ob7JcuWyXrSPVVocs/qAw== 0001032210-02-001040.txt : 20020628 0001032210-02-001040.hdr.sgml : 20020628 20020628172026 ACCESSION NUMBER: 0001032210-02-001040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020625 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020628 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16014 FILM NUMBER: 02692216 BUSINESS ADDRESS: STREET 1: 1 NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: 1 NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 8-K 1 d8k.txt 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 25, 2002 ADELPHIA COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-16014 23-2417713 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
One North Main Street - Coudersport, PA 16915-1141 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (814) 274-9830 Item 3. Bankruptcy or Receivership. On June 25, 2002, Adelphia Communications Corporation (the "Company") and 227 of its subsidiaries and partnerships and joint ventures in which the Company holds at least a 50 percent ownership interest (collectively, the "Debtors") filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Debtors remain in possession of their assets and properties and continue to operate their businesses and mange their properties as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. On June 27, 2002, the Company announced that the Bankruptcy Court had approved the Company's request for "first day orders" including granting the Company the immediate authority to (i) pay employees' salaries and wages and to continue to provide health and certain other employee benefits, (ii) pay to local franchise authorities pre-petition obligations, and (iii) continue to satisfy all of the Company's pre-petition obligations to customers, including with respect to rebates and deposits. Further details are included in the press releases attached as Exhibit 99.01 and Exhibit 99.02, which are incorporated herein by reference. Certain of the Company's subsidiaries and partnerships and joint ventures in which the Company holds at least a 50 percent ownership interest are not Debtors and have not filed petitions under the Bankruptcy Code. Among these are (i) Palm Beach Group Cable Inc. and Palm Beach Group Cable Joint Venture, which own and operate cable systems in West Palm Beach, Florida, (ii) Century-ML Cable Venture and Century-ML Cable Corporation, which own and operate cable systems in and around the San Juan, Puerto Rico area, (iii) St. Mary's Television, Inc., which owns and operates cable systems in St. Mary's, Pennsylvania, (iv) STV Communications, which owns and operates cable systems in Brazil, (v) Praxis Capital Ventures, L.P., which is an investment partnership, and (vi) Main Security Surveillance, Inc., which is in the business of providing security services. Certain other entities in which the Company holds a minority equity interest are not Debtors and have not filed petitions under the Bankruptcy Code. Item 7. Financial Statements and Exhibits. (a) Financial Statements Not applicable. (b) Pro forma Financial Statements Not applicable. (c) Exhibits 99.01 Press release dated June 25, 2002 (filed herewith). 99.02 Press release dated June 27, 2002 (filed herewith). 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: June 28, 2002. ADELPHIA COMMUNICATIONS CORPORATION (Registrant) By: /s/ ERLAND E. KAILBOURNE -------------------------------------------- Erland E. Kailbourne Chairman and Interim Chief Executive Officer -2- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.01 Press release dated June 25, 2002 (filed herewith) 99.02 Press release dated June 27, 2002 (filed herewith) -3-
EX-99.01 3 dex9901.txt PRESS RELEASE DATED JUNE 25, 2002 PRESS RELEASE CONTACT: Eric Andrus 1-877-496-6704 ADELPHIA AND SUBSIDIARIES COMMENCE CHAPTER 11 CASES TO FACILITATE FINANCIAL RESTRUCTURING Lenders Agree to Provide $1.5 Billion in DIP Financing Company Will Continue its Operations, Providing Uninterrupted Cable Service to Customers and Continuing Digital Upgrade Efforts COUDERSPORT, Pa., June 25, 2002 - Adelphia Communications Corporation (OTC: ADELA) announced today that the Company and more than 200 of its subsidiaries have filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York. Operations to Continue with No Interruption in Service Adelphia will continue to conduct its business, supplying cable entertainment and other services to its customers in more than 3,500 communities across the nation. The Company expects that all post-petition obligations to local franchise authorities, vendors, employees and others will be satisfied in the normal course of business. Adelphia Chairman and interim Chief Executive Officer Erland E. Kailbourne said, "This action was taken to stabilize Adelphia's financial foundation and to continue quality service to our customers. After many weeks of hard work and careful consideration of all the strategic alternatives available, we determined that the restructuring of our debt through the Chapter 11 process is the optimal solution for helping Adelphia thoroughly resolve all the issues facing the Company. Entering into these proceedings will enable us to fully evaluate our enterprise without the immediate pressure to sell valuable assets that may well benefit the Company in the future. Moreover, this process will enable us to emerge with a new capital structure, and position us to maintain the fundamental strengths of this Company." Lenders to Provide $1.5 Billion in DIP Financing; Cable Upgrades to Continue The Company also announced that it has entered into a $1.5 billion debtor in possession (DIP) facility. The Company's ability to obtain borrowings under such facility is subject to satisfaction of customary conditions in favor of the lenders and receipt of court approval and certain third party consents. A hearing to approve a portion of the facility has been scheduled for Friday, June 28, 2002. The DIP facility is being led by JPMorgan Chase Bank and Citigroup USA, Inc. Upon approval, this facility will be available to fund Adelphia's continued ability to operate and provide quality cable entertainment throughout this process. In addition, this financing will provide the capital necessary to continue the Company's build out and upgrade efforts in order to offer digital cable, high-speed data and other enhanced services to its customers. Employees to Continue to Receive Wages and Benefits Mr. Kailbourne emphasized that employees will continue to be paid their wages and health and welfare benefits, subject to court approval. The Company's businesses will continue operations, and local franchise authorities, programming suppliers and other vendors will continue to be paid in the normal course of business. He added that Adelphia intends to restructure its balance sheet in order to reduce the burden of the Company's debts, thereby improving Adelphia's leverage and liquidity position. Background on Chapter 11 Chapter 11 of the U.S. Bankruptcy Code allows a company to continue operating its business and managing its assets in the ordinary course of business. Congress enacted Chapter 11 to encourage and enable a debtor business to continue to operate as a going concern, to preserve jobs and to maximize the recovery of all its stakeholders. The Company is represented in its Chapter 11 cases by Willkie Farr & Gallagher. About Adelphia Adelphia Communications Corporation, with headquarters in Coudersport, Pennsylvania, is the sixth-largest cable television company in the country. Certain statements in this press release are forward-looking statements that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements as a result of various factors which are discussed in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, uncertainties relating to general economic and business conditions, acquisitions and divestitures, the availability and cost of capital, government and regulatory policies, the pricing and availability of equipment, materials, inventories and programming, product acceptance and customer spending patterns, the Company's ability to execute on its business plans and to construct, expand and upgrade its networks, risks associated with reliance on the performance and financial condition of vendors and customers, technological developments, changes in the competitive environment in which the Company operates, and matters relating to or in connection with the recent bankruptcy filings and proceedings of Adelphia Business Solutions, Inc. These risks and uncertainties also include matters arising out of the Company's delay in filing with the Securities and Exchange Commission its Form 10-K for the year ended December 31, 2001 and its Form 10-Q for the quarter ended March 31, 2002, liquidity short falls arising out of defaults under loan agreements and indentures, the announced delisting of the Company's common stock by Nasdaq, pending derivative and class action lawsuits, and matters arising out of the pending internal investigation by the Special Committee of the Board of Directors of the Company. Additional information regarding risks, uncertainties and other factors that may affect the business and financial results of Adelphia can be found in the Company's filings with the Securities and Exchange Commission, including its recently filed Current Reports on Form 8-K, the most recently filed Quarterly Report on Form 10-Q, the Form 10-K for the year ended December 31, 2000, and the most recent prospectus supplement filed under Registration Statement No. 333-64224, under the section entitled "Risk Factors" contained therein. The Company does not undertake to update any forward-looking statements in this press release or with respect to matters described herein. ##### EX-99.02 4 dex9902.txt PRESS RELEASE DATED JUNE 27, 2002 PRESS RELEASE CONTACT: Eric Andrus 1-877-496-6704 COURT APPROVES ADELPHIA'S "FIRST DAY ORDERS" IN FILING FOR CHAPTER 11 REORGANIZATION Immediate Authority Granted to Pay Employees' Salaries and Benefits Court Authorized Payment of Pre-Petition Obligations to Local Franchise Authorities Vendors and Suppliers to be Paid Going Forward According to Terms Adelphia Continues to Provide Quality Cable Programming and High-Speed Internet Access Service to Customers Without Interruption COUDERSPORT, Pa., June 27, 2002 - Adelphia Communications Corporation (OTC: ADELA) announced today that the U.S. Bankruptcy Court for the Southern District of New York has approved the Company's request for "first day orders," including: ... Immediate authority to pay employees' salaries and wages and to continue to provide health and other employee benefits to them; ... Authority to pay its local franchise authorities pre-petition obligations; and ... Authority to continue to satisfy all of its pre-petition obligations to customers, including with respect to rebates and deposits. The Court also entered various other orders to ensure that the Company has the ability to operate smoothly during the Chapter 11 process. The Company also announced that the Court has set a hearing for Friday, June 28, 2002, for Adelphia's motion for immediate access to $500 million of its $1.5 billion Debtor-in-Possession (DIP) financing provided by a consortium of bank lenders, led by JPMorgan Chase Bank and Citigroup USA, Inc. Adelphia and more than 200 of its subsidiaries announced earlier that voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code have been filed with the U.S. Bankruptcy Court for the Southern District of New York to restructure the Company's debt and reorganize the business. Adelphia is continuing to supply cable entertainment, high-speed Internet access and other services to its millions of customers without interruption in all of its markets which serve more than 3,500 communities across the nation. About Adelphia Adelphia Communications Corporation, with headquarters in Coudersport, Pennsylvania, is the sixth-largest cable television company in the country. Certain statements in this press release are forward-looking statements that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements as a result of various factors which are discussed in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, uncertainties relating to general economic and business conditions, acquisitions and divestitures, the availability and cost of capital, government and regulatory policies, the pricing and availability of equipment, materials, inventories and programming, product acceptance and customer spending patterns, the Company's ability to execute on its business plans and to construct, expand and upgrade its networks, risks associated with reliance on the performance and financial condition of vendors and customers, technological developments, changes in the competitive environment in which the Company operates, and matters relating to or in connection with the recent bankruptcy filings and proceedings of Adelphia Business Solutions, Inc. These risks and uncertainties also include matters arising out of the Company's delay in filing with the Securities and Exchange Commission its Form 10-K for the year ended December 31, 2001 and its Form 10-Q for the quarter ended March 31, 2002, liquidity short falls arising out of defaults under loan agreements and indentures, the announced delisting of the Company's common stock by Nasdaq, pending derivative and class action lawsuits, and matters arising out of the pending internal investigation by the Special Committee of the Board of Directors of the Company. Additional information regarding risks, uncertainties and other factors that may affect the business and financial results of Adelphia can be found in the Company's filings with the Securities and Exchange Commission, including its recently filed Current Reports on Form 8-K, the most recently filed Quarterly Report on Form 10-Q, the Form 10-K for the year ended December 31, 2000, and the most recent prospectus supplement filed under Registration Statement No. 333-64224, under the section entitled "Risk Factors" contained therein. The Company does not undertake to update any forward-looking statements in this press release or with respect to matters described herein. #####
-----END PRIVACY-ENHANCED MESSAGE-----