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): August 10, 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 |
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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 registrant 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 7.01 Regulation FD Disclosure.
On August 10, 2005, Adelphia Communications Corporation (the “Company”) and certain of its subsidiaries, including the registrants (collectively, with the Company, the “Debtors”), will file their seventh omnibus claims objection (the “Claims Objection”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Pursuant to the Claims Objection, the Debtors are seeking to disallow and expunge or subordinate in excess of $567 billion of claims asserted against the Debtors. The hearing on the Claims Objection is scheduled for September 8, 2005 before the Bankruptcy Court. As the claims reconciliation process continues, additional objections may be filed with the Bankruptcy Court.
In accordance with general instruction B.2 of Form 8-K, the information in this report that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), 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 Forward-Looking Statements
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements regarding the Company’s and its subsidiaries’ and affiliates’ expected future financial position, results of operations, cash flows, sale of the Company, sale of Century/ML Cable Venture (“Century/ML”), 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 proposed settlements with the Securities and Exchange Commission and the United States Attorney’s Office for the Southern District of New York and any other agreements needed to effect those settlements are consummated, whether the proposed sale of Century/ML to San Juan Cable, LLC is approved and 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 network, technological developments, changes in general economic conditions, and those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. 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: August 10, 2005 |
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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: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | ||||||
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| Title: | Executive Vice President, General Counsel and Secretary | ||||||
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| OLYMPUS CAPITAL CORPORATION (Registrant) | |||||||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | |||||||
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| Title: | Executive Vice President, General Counsel and Secretary | |||||||
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| FRONTIERVISION OPERATING PARTNERS, L.P. | |||||||||
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| By: | FRONTIERVISION HOLDINGS, L.P., | ||||||||
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| its General Partner | ||||||||
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| By: | FRONTIERVISION PARTNERS, L.P., | |||||||
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| By: | ADELPHIA GP HOLDINGS, L.L.C., its | ||||||
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| By: | ACC OPERATIONS, INC., its | |||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | |||
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| Title: | Executive Vice President, | |||
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| FRONTIERVISION CAPITAL CORPORATION (Registrant) | |||||||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | |||||||
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| Title: | Executive Vice President, General Counsel and Secretary | |||||||
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| FRONTIERVISION HOLDINGS, L.P. (Registrant) | ||||||||
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| By: | FRONTIERVISION PARTNERS, L.P., | |||||||
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| its General Partner | |||||||
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| By: | ADELPHIA GP HOLDINGS, L.L.C., its | ||||||
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| By: | ACC OPERATIONS, INC., its Sole | |||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | |||
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| Title: | Executive Vice President, | |||
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| FRONTIERVISION HOLDINGS CAPITAL | ||||||||
| CORPORATION (Registrant) | ||||||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | ||||||
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| Title: | Executive Vice President, General Counsel and Secretary | ||||||
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| FRONTIERVISION HOLDINGS CAPITAL II | ||||||||
| CORPORATION (Registrant) | ||||||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | ||||||
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| Title: | Executive Vice President, General Counsel and Secretary | ||||||
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| ARAHOVA COMMUNICATIONS, INC. (Registrant) | ||||||||
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| By: | /s/ Brad M. Sonnenberg |
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| Name: | Brad M. Sonnenberg | ||||||
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| Title: | Executive Vice President, General Counsel and Secretary | ||||||
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