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) October 10, 2002
OLYMPUS COMMUNICATIONS, L.P.
OLYMPUS CAPITAL CORPORATION
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
FRONTIERVISION HOLDINGS,
L.P.
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
ARAHOVA COMMUNICATIONS, INC.
(Exact name of registrants as specified in its charter)
| Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware (State or other jurisdiction of incorporation) |
|
333-19327 333-19327-01 333-9535 333-9535-01 333-36519 333-36519-01 333-75567-01 0-16899 (Commission File Numbers) |
|
25-1622615 23-2868925 84-1316775 84-1353734 84-1432334 84-1432976 84-1481765 23-1844576 (IRS Employer Identification Nos.) |
One North Main StreetCoudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (814)
274-9830
Item 9. Regulation FD Disclosure
On October 10, 2002, Adelphia Communications Corporation (the Company) and certain other debtor-in-possession
subsidiaries of the Company, including the registrants, filed their unaudited consolidated Monthly Operating Report for the month of August, 2002 (the Operating Report) with United States Bankruptcy Court for the Southern District
of New York (the Bankruptcy Court). Exhibit 99.1 to this Current Report on Form 8-K contains the text of the Operating Report as filed with the Bankruptcy Court. The Operating Report shall not be deemed filed for
purposes of Section18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth in such filing.
The registrants caution readers not to place undue reliance upon the information contained in the Operating Report, which contains
unaudited information, and is in a format, prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Operating Report also contains information for periods which may be shorter or otherwise
different from those contained in the registrants reports pursuant to the Securities Exchange Act of 1934, as amended.
Limitation on Incorporation by Reference
In accordance
with general instruction B.2 of Form 8-K, the information in this report (including exhibits) is furnished pursuant to Item 9 and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended or otherwise subject to liabilities of that section. 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.
Cautionary Statement Regarding Financial and Operating Data
As a result of actions taken by the former management of Adelphia Communications Corporation (the Company): (a) the Company has not yet completed
its financial statements as of or for the year ended December 31, 2001, or received its independent auditors report thereon or filed with the Securities and Exchange Commission (the Commission) its Form 10-K for the year
ended December 31, 2001, (b) the Companys former independent auditors, Deloitte & Touche LLP, suspended their auditing work on the Companys financial statements as of and for the year ended December 31, 2001 and withdrew their audit
report with respect to the years ended December 31, 1999 and 2000; (c) the Company has not yet completed its financial statements as of and for the three months ended March 31, 2002 or June 30, 2002, or filed with the SEC its Form 10-Q for the
quarters ended March 31, 2002 or June 30, 2002; and (d) the Company expects to restate its financial statements for the years ended December 31, 1999 and 2000, and its interim financial statements for 2001 and possibly other periods. Current
management took control in May 2002 and has retained new independent auditors and begun the preparation of new financial statements for the periods in question; as a result of certain actions of prior management that the Company has previously
disclosed, the Company is unable to predict at this time when such financial statements will be completed. In addition, current management believes that the public information provided by prior
management on other matters of interest to investors, such as the Companys rebuild percentage (the percentage of the Companys cable
television systems that the Company believes have been upgraded to current standards), was unreliable. As a result, the Company anticipates that it may have to supplement the financial and other information contained in this Form 8-K and that such
supplemental information may be material.
Cautionary Statement Regarding Forward Looking
Statements
This document includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements regarding Adelphia Communications Corporation and its
subsidiaries (collectively, the Companys) expected future financial position, results of operations, cash flows, restructuring and financing plans, business strategy, budgets, projected costs, capital expenditures,
competitive positions, growth opportunities, plans and objectives of management for future operations and 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 from the Companys expectations. The Company does not undertake a duty to update such forward-looking statements.
Actual future results and trends for the Company may differ materially depending on a variety of factors discussed in the Companys filings with the 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. Factors that may affect the plans or results of the Company include, without limitation: (a) the Companys filing of a petition for relief under Chapter 11 of the
United States Bankruptcy Code; (b) the results of litigation against the Company including the recently filed civil complaint by the Commission and the potential for a criminal indictment of the Company; (c) the lack of substantial cable industry
experience among certain members of the Companys senior management; (d) the effects of government regulations and the actions of local cable franchise authorities; (e) the availability of debtor-in-possession financing and surety bonds to
support the Companys operations; (f) the results of the Companys internal investigation and the matters described above under Cautionary Statement Regarding Financial and Operating Data; (g) actions of the
Companys competitors; (h) the pricing and availability of equipment, materials, inventories and programming; (i) product acceptance and customer spending patterns; (j) the Companys ability to execute on its business plans, to provide
uninterrupted service to its customers and to conduct, expand and upgrades its networks; (k) technological developments; (l) matters relating to or in connection with the recent bankruptcy filing and proceedings of Adelphia Business Solutions, Inc.;
(m) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete; (n) the movement of interest rates and the resulting impact on the Companys interest obligations with
respect to its pre-petition bank debt; and (o) the delisting of Adelphia Communication Corporations common stock by Nasdaq. Many of such factors are beyond the control of the Company and its management.
2
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.
OLYMPUS
COMMUNICATIONS, L.P.
(Registrant)
By: ACC OPERATIONS, INC.,
its Managing
General Partner
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
OLYMPUS CAPITAL CORPORATION
(Registrant)
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
FRONTIERVISION OPERATING
PARTNERS, L.P.
(Registrant)
By: FRONTIERVISION HOLDINGS, L.P.,
its General Partner
By: FRONTIERVISION PARTNERS, L.P.,
its
General Partner
By: ADELPHIA GP HOLDINGS, L.L.C.,
its General Partner
By: ACC OPERATIONS, INC.,
its Sole Member
By: /s/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
3
FRONTIERVISION CAPITAL
CORPORATION
(Registrant)
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
FRONTIERVISION HOLDINGS, L.P.,
(Registrant)
By: FRONTIERVISION
PARTNERS, L.P.,
its General Partner
By: ADELPHIA GP HOLDINGS, L.L.C.,
its
General Partner
By: ACC OPERATIONS, INC.,
its Sole Member
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
FRONTIERVISION HOLDINGS CAPITAL
CORPORATION
(Registrant)
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
FRONTIERVISION HOLDINGS II CAPITAL
CORPORATION
(Registrant)
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
4
ARAHOVA COMMUNICATIONS,
INC.
(Registrant)
By: /S/ ERLAND E.
KAILBOURNE
Erland E. Kailbourne
Chairman and Interim Chief Executive Officer
5
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
| 99.1 |
|
Monthly Operating Report for the period ended August 31, 2002, dated October 9, 2002. |
6