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 30, 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. is a wholly-owned subsidiary of Adelphia
Communications Corporation ("Adelphia").
As used herein, the term the "Registrant" refers to Arahova Communications, Inc.
and the term the "Company" refers to Adelphia and its subsidiaries, including
the Registrant.
On September 30, 2002, Century/ML Cable Venture (the "Debtor"), a New York joint
venture between Century Communications Corporation, a wholly-owned direct
subsidiary of the Registrant and ML Media Partners, L.P. filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in
the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"). The Debtor remains in possession of its assets and
properties and continues to operate its business and manage its properties as a
debtor-in-possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code. The Debtor
expects that all post-petition obligations to local franchise authorities,
vendors, employees and others will be satisfied in the normal course of
business.
Further details are included in the press release attached as Exhibit 99.1 and
incorporated herein by reference.
Item 7(c). Exhibits
99.1 Press release dated September 30, 2002 (filed herewith).
Cautionary Statement Regarding Financial and Operating Data
As a result of actions taken by the former management of 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; as a result of certain actions of prior 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 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 hereunto duly authorized.
Date: September 30, 2002 ARAHOVA COMMUNICATIONS, INC.
(Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated September 30, 2002 (filed herewith).