UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2005
MEDIACOM BROADBAND LLC
MEDIACOM BROADBAND CORPORATION
(Exact names of Registrants as specified in their charters)
DELAWARE 333-72440 06-1615412
DELAWARE 333-72440-01 06-1630167
(State of incorporation) (Commission File No.) (IRS Employer
Identification Nos.)
100 CRYSTAL RUN ROAD
MIDDLETOWN, NEW YORK 10941
(Address of principal executive offices)
Registrants' telephone number: (845) 695-2600
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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.
In connection with the proposed offering of senior notes by Mediacom
Broadband LLC and Mediacom Broadband Corporation, wholly-owned subsidiaries of
Mediacom Communications Corporation, the following information was disclosed to
potential investors.
TELEPHONY READY HOMES
6/30/2005A 8/15/2005A 12/31/2005E
MEDIACOM LLC 17,000 130,000 270,000
MEDIACOM BROADBAND 93,000 870,000 1,230,000
MCCC 110,000 1,000,000 1,500,000
Broadband serves 8 of MCCC's top 10 markets
Attached hereto as Exhibit 99.1 is an excerpt of certain items included in
the preliminary offering memorandum relating to the offer of the senior notes.
The senior notes will be offered to qualified institutional buyers under
Rule 144A and to persons outside the United States under Regulation S. The
senior notes will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. This Form 8-K shall not constitute an offer to sell, or
the solicitation of an offer to buy, the senior notes nor shall there be any
sale of the senior notes in any state in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.
Any statements in this Form 8-K that are not historical facts are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are subject
to risks and uncertainties that could cause actual results to differ materially
from historical results or those Mediacom Broadband LLC and Mediacom Broadband
Corporation anticipate. For a discussion of such risks and uncertainties, which
could cause actual results to differ from those contained in the forward-looking
statements, see the reports and documents Mediacom Broadband LLC and Mediacom
Broadband Corporation file from time to time with the Securities and Exchange
Commission. Statements included in this Form 8-K are based upon information
known to Mediacom Broadband LLC and Mediacom Broadband Corporation as of the
date of this Form 8-K, and Mediacom Broadband LLC and Mediacom Broadband
Corporation assume no obligation to (and expressly disclaim any such obligation
to) publicly update or alter their forward-looking statements made in this Form
8-K, whether as a result of new information, future events or otherwise, except
as otherwise required by applicable federal securities laws.
ITEM 8.01. OTHER EVENTS.
On August 16, 2005, Mediacom Broadband LLC and Mediacom Broadband
Corporation issued a press release pursuant to Rule 135c of the Securities Act
concerning the proposed issuance by Mediacom Broadband LLC and Mediacom
Broadband Corporation of senior notes under Rule 144A. A copy of such press
release is attached hereto as Exhibit 99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired - None
(b) Pro Forma Financial Information - None
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Excerpt of certain items included in the preliminary offering
memorandum relating to the offer of the senior notes
99.2 Press release issued on August 16, 2005
SIGNATURES
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.
Dated: August 16, 2005
MEDIACOM BROADBAND LLC
By: /S/ MARK E. STEPHAN
--------------------------------------
Mark E. Stephan
Executive Vice President and
Chief Financial Officer
MEDIACOM BROADBAND CORPORATION
By: /S/ MARK E. STEPHAN
--------------------------------------
Mark E. Stephan
Treasurer and Secretary