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): July 24, 2003
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)
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| 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 | (Commission File Numbers) | (IRS Employer Identification Nos.) |
| incorporation) | | |
5619 DTC Parkway – Greenwood Village, CO 80111
(Address of principal executive offices) (Zip Code)
Registrants’ telephone number, including area code (814) 274-9830
Item 9. Regulation FD Disclosure
Operating Reports
On July 24, 2003, Adelphia Communications Corporation (the “Company”) and certain other debtor-in-possession subsidiaries of the Company filed their unaudited consolidated Monthly Operating Report (the “AdelphiaOperating Report”) for the month of June 2003 with the United States Bankruptcy Court for the Southern District of New York (the “BankruptcyCourt”). 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 Adelphia Operating Report as filed with the Bankruptcy Court.
The Company cautions readers not to place undue reliance upon the information contained in the Operating Reports, which contain unaudited information, and are in a format prescribed by the applicable bankruptcy laws. The Operating Reports are subject to revision. The Operating Reports also contain information for periods, which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the Operating Reports and other 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 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 (the“SecuritiesAct”), 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.
Cautionary Statement Regarding Financial and Operating Data
As a result of actions taken by Rigas Management: (a) the Company has not yet completed its financial statements as of or for the years ended December 31, 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, 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 its Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2003; (d) the Company has not yet completed its financial statements or filed with the Commission its Quarterly Report on Form 10-Q as of and for the quarterly periods ended September 30, 2002, June 30, 2002 or 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 and retained new independent auditors and began the preparation of new financial statements for the periods in question. As a result of certain actions of Rigas 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 Rigas 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.
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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 effects of government regulations and the actions of local cable franchise authorities; (d) the availability of debtor-in-possession financing and surety bonds to support the Company’s operations; (e) the results of the Company’s internal investigation and the matters described above under“Cautionary StatementRegardingFinancialandOperatingData”; (f) actions of the Company’s competitors; (g) the pricing and availability of equipment, materials, inventories and programming; (h) product acceptance and customer spending patterns; (i) 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; (j) technological developments; (k) matters relating to or in connection with the bankruptcy filing and proceedings of TelCove, Inc. (formerly known as Adelphia Business Solutions, Inc.); (l) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete; (m) 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 (n) 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: July 30, 2003 | OLYMPUS COMMUNICATIONS, L.P. (Registrant) |
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By: ACC OPERATIONS, INC., |
| its Managing General Partner |
|
By:/s/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial Officer |
|
OLYMPUS CAPITAL CORPORATION (Registrant) |
|
By:/s/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial 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/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial Officer |
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| FRONTIERVISION CAPITAL CORPORATION |
| (Registrant)
|
| By:/s/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial 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/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial Officer
|
| FRONTIERVISION HOLDINGS CAPITAL |
| CORPORATION (Registrant)
|
| By:/s/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial Officer
|
| FRONTIERVISION HOLDINGS CAPITAL II |
| CORPORATION (Registrant)
|
| By:/s/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial Officer
|
| ARAHOVA COMMUNICATIONS, INC |
| (Registrant)
|
| By:/s/ Vanessa Wittman |
| Vanessa Wittman |
| Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No.
| Description
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| 99.1 | Monthly Operating Report for the period ended June 30, 2003, dated July 24, 2003. |
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