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) November 25, 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) |
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333-19327 333-19327-01 333-9535 333-9535-01 333-36519 333-36519-01 333-75567-01 0-16899 (Commission File Numbers) |
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25-1622615 23-2868925 84-1316775 84-1353734 84-1432334 84-1432976 84-1481765 23-1844576 (IRS Employer Identification Nos.) |
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| One North Main Street—Coudersport, PA (Address of principal executive offices) |
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16915-1141 (Zip Code)
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Registrants’ telephone number, including area code (814) 274-9830
Item 9. Regulation FD Disclosure
On November 25, 2002, Adelphia Communications Corporation (the “Company”) and certain other debtor-in-possession subsidiaries of the Company, including the
registrants, filed their monthly operating report for the month of October 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 unaudited consolidated financial statements and the bankruptcy court reporting schedules of the Operating Report as filed with the Bankruptcy Court. The Operating Report shall not be
deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), 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. The Operating Report is subject to revision.
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 Exchange Act.
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 Exchange Act, 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 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 public accountants’ report thereon or filed with the Securities and Exchange Commission (the “Commission”) its Annual Report on Form 10-K for the year ended December 31, 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 as of and for the three months ended March 31, 2002, June 30, 2002 or September 30, 2002, or filed with the Commission its Quarterly Report on Form 10-Q for
the quarters ended March 31, 2002, June 30, 2002 and September 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
Company’s rebuild percentage (the percentage of the Company’s 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 and Section 21E of the Exchange Act. All statements
regarding Adelphia Communications Corporation and its subsidiaries’ (collectively, the “Company’s”) 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 Company’s 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
Company’s 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 Annual Report on 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
Company’s 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 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 Company’s 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 Company’s operations; (f) the results of the Company’s internal investigation and the matters described above under “Cautionary Statement Regarding Financial
and Operating Data”; (g) actions of the Company’s competitors; (h) the pricing and availability of equipment, materials, inventories and programming; (i) product acceptance and customer spending patterns; (j) the Company’s ability
to execute on its business plans, to provide uninterrupted service to its customers and to conduct, expand and upgrade 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 Company’s interest obligations with respect to its pre-petition bank debt and Debtor-in-Possession financing; and (o) the delisting of the “Company’s” common stock by Nasdaq. Many of such factors are beyond the control of
the Company and its current management.
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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: December 3, 2002 |
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OLYMPUS COMMUNICATIONS, L.P. (Registrant) |
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By: ACC OPERATIONS, INC., |
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its Managing General Partner |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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OLYMPUS CAPITAL CORPORATION (Registrant) |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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FRONTIERVISION OPERATING PARTNERS, L.P. (Registrant) |
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By: |
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FRONTIERVISION HOLDINGS, L.P., |
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its General Partner |
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By: |
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FRONTIERVISION PARTNERS, L.P., |
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its General Partner |
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By: |
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ADELPHIA GP HOLDINGS, L.L.C., its General Partner |
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By: |
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ACC OPERATIONS, INC., its Sole Member |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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FRONTIERVISION CAPITAL CORPORATION (Registrant) |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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FRONTIERVISION HOLDINGS, L.P., (Registrant) |
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By: |
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FRONTIERVISION PARTNERS, L.P., |
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its General Partner |
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By: |
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ADELPHIA GP HOLDINGS, L.L.C., its General Partner |
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By: |
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ACC OPERATIONS, INC., its Sole Member |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant) |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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FRONTIERVISION HOLDINGS II CAPITAL CORPORATION (Registrant) |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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ARAHOVA COMMUNICATIONS, INC. (Registrant) |
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By: |
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/s/ Christopher T. Dunstan
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Christopher T. Dunstan |
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Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit No.
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Description
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| 99.1 |
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Monthly Operating Report for the period ended October 31, 2002, dated November 22, 2002. |
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