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): December 21, 2005
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 their respective charters)
Delaware |
| 333-19327 |
| 25-1622615 |
Delaware |
| 333-19327-01 |
| 23-2868925 |
Delaware |
| 333-9535 |
| 84-1316775 |
Delaware |
| 333-9535-01 |
| 84-1353734 |
Delaware |
| 333-36519 |
| 84-1432334 |
Delaware |
| 333-36519-01 |
| 84-1432976 |
Delaware |
| 333-75567-01 |
| 84-1481765 |
Delaware |
| 0-16899 |
| 25-1844576 |
(State or other jurisdiction of incorporation) |
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5619 DTC Parkway — Greenwood Village, CO |
| 80111 | ||
(Address of principal executive offices) |
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(303) 268-6300
Registrants’ telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 21, 2005, Amendment No. 5 and Waiver (“Amendment No. 5”) to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005, by and among UCA LLC, Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P., FrontierVision Operating Partners, L.P., ACC Investment Holdings, Inc., Arahova Communications, Inc., Adelphia California Cablevision, LLC, as borrowers, Adelphia Communications Corporation (the “Company”) and certain of its other direct and indirect subsidiaries named therein, as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc., as Syndication Agent, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Bookrunners and Co-Lead Arrangers, Citicorp North America, Inc., as Collateral Agent, Wachovia Bank, N.A., as Co-Syndication Agent, The Bank of Nova Scotia, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents, and the other lenders named therein (as amended, the “DIP Credit Agreement” and the lenders thereunder are referred to herein as the “DIP Lenders”), became effective.
Under the terms of Amendment No. 5, the DIP Lenders have agreed to waive compliance by the Loan Parties with a provision of the DIP Credit Agreement that would otherwise restrict the Loan Parties from making a Pre-Petition Payment (as defined in the DIP Credit Agreement) to a particular local franchising authority in connection with the settlement of certain ongoing disputes between such local franchising authority and certain of the Loan Parties. In addition, under the terms of Amendment No. 5, the DIP Lenders have agreed to allow the Loan Parties to make up to $10 million in Investments (as defined in the DIP Credit Agreement) in Century/ML Cable Venture, the former Puerto Rico joint venture of Century Communications Corporation, a wholly owned, indirect subsidiary of the Company, and ML Media Partners, L.P., in respect of certain obligations incurred by certain Loan Parties on behalf of Century/ML Cable Venture prior to the completion of the sale of the joint venture to San Juan Cable, LLC.
A copy of Amendment No. 5 is attached to this filing as Exhibit 10.1 and is incorporated herein by reference, and the foregoing summary of the terms and conditions of Amendment No. 5 is qualified in its entirety by reference to such exhibit.
Certain of the lenders and certain of the agents under the DIP Credit Agreement were lenders and agents under certain of the Company’s and its subsidiaries’ pre-petition credit facilities. As previously announced, the Official Committee of Unsecured Creditors and the Official Committee of Equity Holders appointed in the bankruptcy cases of the Company and its subsidiaries previously have initiated or propose to initiate, respectively, an adversary proceeding against the lenders and agents under the Company’s and its subsidiaries’ pre-petition credit facilities. A more complete description of such adversary proceeding is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “2004 Annual Report”), which was filed with the Securities and Exchange Commission on October 6, 2005. The foregoing summary of such adversary proceeding is qualified in its entirety by reference to the description of such adversary proceeding in the 2004 Annual Report.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment No. 5 and Waiver, dated as of December 21, 2005, to Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005, by and among UCA LLC, Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P., FrontierVision Operating Partners, L.P., ACC Investment Holdings, Inc., Arahova Communications, Inc. and Adelphia California Cablevision, LLC, as borrowers, the Guarantors listed on Annex B thereto, as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc., as Syndication Agent, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Bookrunners and Co-Lead Arrangers, Citicorp North America, Inc., as Collateral Agent, Wachovia Bank, N.A., as Co-Syndication Agent, The Bank of Nova Scotia, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents, and the other lenders named therein.
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 the Company’s and its subsidiaries’ and affiliates’ expected future financial position, results of operations, cash flows, sale of the Company, settlements with the Securities and Exchange Commission (the “SEC”) and the United States Attorney’s Office for the Southern District of New York (the “U.S. Attorney”), 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 whether the proposed sale of the Company’s assets to Time Warner NY Cable LLC and Comcast Corporation is approved and consummated, whether the transactions contemplated by the proposed settlements with the SEC and the U.S. Attorney and any other agreements needed to effect those transactions are consummated, the Company’s pending bankruptcy proceeding, results of litigation against the Company, results and impacts of the proposed sale of the Company’s assets, the effects of government regulation including the actions of local cable franchising authorities, the availability of financing, actions of the Company’s competitors, pricing and availability of programming, equipment, supplies and other inputs, the Company’s ability to upgrade its broadband network, technological developments, changes in general economic conditions, and those discussed under the heading “Risk Factors” in the 2004 Annual Report. 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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: December 23, 2005 | OLYMPUS COMMUNICATIONS, L.P. (Registrant) | |||||||||
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| By: ACC OPERATIONS, INC., | |||||||||
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| By: | /s/ Scott D. Macdonald |
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| Scott D. Macdonald |
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| OLYMPUS CAPITAL CORPORATION (Registrant) | |||||||||
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| By: | /s/ Scott D. Macdonald |
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| Scott D. Macdonald |
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| Senior Vice President |
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| FRONTIERVISION OPERATING PARTNERS, L.P. | |||||||||
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| By: | FRONTIERVISION HOLDINGS, L.P., | ||||||||
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| By: | FRONTIERVISION PARTNERS, L.P., | |||||||
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| By: | ADELPHIA GP HOLDINGS, L.L.C., its General Partner | ||||||
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| By: | ACC OPERATIONS, INC., its Sole | |||||
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| By: | /s/ Scott D. Macdonald |
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| Scott D. Macdonald |
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| Senior Vice President |
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| FRONTIERVISION CAPITAL CORPORATION (Registrant) | ||||||||||
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| By: | /s/ Scott D. Macdonald |
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| FRONTIERVISION HOLDINGS, L.P. (Registrant) | ||||||||||
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| By: | FRONTIERVISION PARTNERS, L.P., | ||||||||
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| By: | ADELPHIA GP HOLDINGS, L.L.C., its General Partner | |||||||
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| By: | ACC OPERATIONS, INC., its Sole |
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| By: | /s/ Scott D. Macdonald |
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| FRONTIERVISION HOLDINGS CAPITAL CORPORATION | ||||||||||
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| FRONTIERVISION HOLDINGS CAPITAL II | ||||||||||
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| By: | /s/ Scott D. Macdonald |
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| ARAHOVA COMMUNICATIONS, INC. (Registrant) | ||||||||||
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| By: | /s/ Scott D. Macdonald |
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5
EXHIBIT INDEX
| Description | |
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10.1 |
| Amendment No. 5 and Waiver, dated as of December 21, 2005, to Third Amended and Restated Credit and Guaranty Agreement, dated as of February 25, 2005, by and among UCA LLC, Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P., FrontierVision Operating Partners, L.P., ACC Investment Holdings, Inc., Arahova Communications, Inc. and Adelphia California Cablevision, LLC, as borrowers, the Guarantors listed on Annex B thereto, as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc., as Syndication Agent, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Bookrunners and Co-Lead Arrangers, Citicorp North America, Inc., as Collateral Agent, Wachovia Bank, N.A., as Co-Syndication Agent, The Bank of Nova Scotia, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents, and the other lenders named therein. |
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