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 21, 2002
ARAHOVA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16899 23-1844576
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814) 274-9830
Item 5. Other Events.
Arahova Communications, Inc. (the "Registrant") is a wholly-owned subsidiary of
Adelphia Communications Corporation ("Adelphia").
On August 26, 2002, Adelphia and its 228 subsidiaries and partnerships and joint
ventures, including the Registrant (collectively, the "Debtors") that filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of New York
(the "Bankruptcy Court") entered into an Amended and Restated Credit and
Guaranty Agreement (the "Amended and Restated Credit Agreement"), 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, the Guarantors listed therein, each of the Financial
Institutions from time to time party thereto, JP Morgan Chase Bank, as
Administrative Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead
Arrangers, Citicorp USA, Inc. as Collateral Agent, Wachovia Bank, N.A. as
Co-Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, Bank of
America, N.A. and General Electric Capital Corporation, as Co-Documentation
Agents. The Amended and Restated Credit Agreement amends and restates in its
entirety the Credit and Guaranty Agreement filed with the Securities and
Exchange Commission on July 9, 2002. On August 23, 2002 the Bankruptcy Court
issued the Final Order approving the Amended and Restated Credit Agreement and
permitting the Debtors to borrow up to $1,500,000,000 pursuant to the terms of
the Amended and Restated Credit Agreement. A copy of the Amended and Restated
Credit Agreement is attached hereto as Exhibit 10.01.
Item 7(c). Exhibits
10.01 Amended and Restated Credit and Guaranty Agreement, dated as of August
26, 2002, among UCA LLC, Century Cable Holdings, LLC, Century-TCI
California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P.,
FontierVision Operating Partners, L.P., ACC Investment Holdings, Inc.
Arahova Communications, Inc. and Adelphia California Cablevision, LLC,
the Guarantors listed therein, each of the Financial Institutions from
time to time party thereto, JP Morgan Chase Bank, as Administrative
Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners
and Co-Lead Arrangers, Citicorp USA, Inc. as Collateral Agent,
Wachovia Bank, N.A. as Co-Syndication Agent, and The Bank of Nova
Scotia, Fleet National Bank, Bank of America, N.A. and General
Electric Capital Corporation, as Co-Documentation Agents.
Item 9. Regulation FD Disclosure
Affidavits of Daniel Aronson and Brian J. Fox (the "Affidavits") in Support of
Adelphia Communication Corporation's Reply to DIP Objections, were filed with
the Bankruptcy Court
on August 21, 2002 which include certain financial analyses of the registrant
prepared by its professional advisors. Copies of the Affidavits may be obtained
from the Bankruptcy Court.
Information as to which borrower group each Debtor has been assigned to under
the Amended and Restated Credit Agreement is included as Annex B to the Amended
and Restated Credit Agreement which is filed as Exhibit 10.01 to this Form 8-K.
An Adelphia Communications Corporation corporate organizational chart (file
number N5894-1) and a chart depicting which borrower groups each Debtor has been
assigned to under the Amended and Restated Credit Agreement (file number
N5894-2) have been made available to certain persons at various hearings in the
Bankruptcy Court. A copy of such charts may be obtained, for a fee, by calling
the Trial Graphix Workflow Coordinator at 800-334-5403 and mentioning the
above-referenced file numbers.
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 Company's former independent auditors, 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 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; however, the Company does not believe that it will have
completed the preparation of the foregoing financial information prior to the
conclusion of the third quarter. 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.
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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 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 "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 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 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
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 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 Company's interest obligations with respect to its
pre-petition bank debt; and (o) the delisting of Adelphia Communication
Corporation's common stock by Nasdaq. Many of such factors are beyond the
control of the Company and its 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: September 3, 2002
ARAHOVA COMMUNICATIONS, INC.
(Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
10.01 Amended and Restated Credit and Guaranty Agreement, dated as
of August 26, 2002, among UCA LLC, Century Cable Holdings,
LLC, Century-TCI California, L.P., Olympus Cable Holdings,
LLC, Parnassos, L.P., FontierVision Operating Partners, L.P.,
ACC Investment Holdings, Inc. Arahova Communications, Inc. and
Adelphia California Cablevision, LLC, the Guarantors listed
therein, each of the Financial Institutions from time to time
party thereto, JP Morgan Chase Bank, as Administrative Agent,
Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as Joint
Bookrunners and Co-Lead Arrangers, Citicorp USA, Inc. as
Collateral Agent, Wachovia Bank, N.A. as Co-Syndication Agent,
and The Bank of Nova Scotia, Fleet National Bank, Bank of
America, N.A. and General Electric Capital Corporation, as
Co-Documentation Agents.