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) September 13, 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 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 23-1844576
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Numbers) Identification Nos.)
One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (814) 274-9830
Item 9. Regulation FD Disclosure
On September 13, 2002, Adelphia Communications Corporation (the "Company")
and certain other debtor-in-possession subsidiaries of the Company, including
the registrants, filed their monthly operating reports for the months of June
and July 2002 (the "Operating Reports") with United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court"). Copies of the
Operating Reports may be obtained from the Bankruptcy Court's website located at
http://www.nysb.uscourts.gov.
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.
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.
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 13, 2002 OLYMPUS COMMUNICATIONS, L.P.
(Registrant)
By: ACC OPERATIONS, INC.,
its Managing General Partner
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
OLYMPUS CAPITAL CORPORATION
(Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
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/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
FRONTIERVISION CAPITAL
CORPORATION (Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
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/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
FRONTIERVISION HOLDINGS CAPITAL
CORPORATION (Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
FRONTIERVISION HOLDINGS II CAPITAL
CORPORATION (Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
ARAHOVA COMMUNICATIONS, INC.
(Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer