8-K 1 a2129399z8-k.htm 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): February 25, 2004


ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
  0-16014
(Commission File Number)
  23-2417713
(IRS Employer Identification No.)

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

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




Item 7.    Financial Statement and Exhibits.

    (c)
    Exhibits.

Exhibit No.

  Description

2.1

 

Proposed Joint Plan of Reorganization

2.2

 

Draft Disclosure Statement

99.1

 

Press release of the Company, dated February 25, 2004

99.2

 

Press release of the Company, dated February 25, 2004

Item 9.    Regulation FD Disclosure.

        On February 25, 2004, Adelphia Communications Corporation (the "Company") and certain of its subsidiaries filed their proposed joint plan of reorganization (the "Plan") and related draft disclosure statement (the "Disclosure Statement") with the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On February 25, 2004, the Company also announced that it received commitments from JPMorgan Chase & Co., Credit Suisse First Boston, Citigroup Inc. and Deutsche Bank AG for an $8.8 billion fully-committed exit financing package that will be used to finance the cash payments to be made under the proposed Plan and includes providing the Company with a $750 million revolving credit facility following its emergence from bankruptcy.

        Copies of the proposed Plan and draft Disclosure Statement are included herewith as Exhibits 2.1 and 2.2, respectively. Copies of the press releases announcing the filing of the proposed Plan and draft Disclosure Statement and the exit financing facility are included herewith as Exhibits 99.1 and 99.2, respectively.

        The proposed Plan and draft Disclosure Statement are also currently available at the Company's website located at http://www.adelphia.com.

        In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) 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 Exchange Act or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

        Bankruptcy law does not permit solicitation of acceptances of the proposed Plan until the Bankruptcy Court approves a disclosure statement relating to the proposed Plan. Accordingly, this Current Report on Form 8-K is not intended to be, nor should it be construed as, a solicitation for a vote on the proposed Plan.

Cautionary Statement Regarding Financial and Operating Data

        As a result of actions taken by management of the Company during the time it was controlled by the Rigas family: (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 their audit report with respect to the year ended December 31, 2000; (c) the Company has not yet completed its financial statements or filed with the Commission

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its Quarterly Reports on Form 10-Q as of and for the quarterly periods ended 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 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. 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 proposed Plan.

Cautionary Statement Regarding Forward-Looking Statements

        This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Adelphia Communications Corporation's and its subsidiaries' and affiliates' expected future financial position, results of operations, cash flows, 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, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 25, 2004   ADELPHIA COMMUNICATIONS
CORPORATION (REGISTRANT)

 

 

By:

/s/  
WILLIAM T. SCHLEYER      
William T. Schleyer
Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.

  Description

2.1

 

Proposed Joint Plan of Reorganization

2.2

 

Draft Disclosure Statement

99.1

 

Press release of the Company, dated February 25, 2004

99.2

 

Press release of the Company, dated February 25, 2004

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