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): SEPTEMBER 28, 2006
MEDIACOM BROADBAND LLC
MEDIACOM BROADBAND CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 333-72440 06-1615412
DELAWARE 333-72440-01 06-1630167
(State of incorporation (Commission File Nos.) (IRS Employer
or organization) 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 Registrants 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.
DISCLOSURE OF AN ITEM IN A PRICING SUPPLEMENT TO A PRELIMINARY OFFERING
MEMORANDUM OF MEDIACOM BROADBAND LLC AND MEDIACOM BROADBAND CORPORATION
Set forth below is an excerpt of an item included in a pricing supplement
to a preliminary offering memorandum relating to a proposed offering of senior
notes by Mediacom Broadband LLC and Mediacom Broadband Corporation
(collectively, the "Registrants"), wholly-owned subsidiaries of Mediacom
Communications Corporation.
At approximately 3:50 pm (New York City time) on September 28, 2006,
Sinclair Broadcasting Group, Inc. exercised its right to deliver notice to us to
terminate retransmission of all of its stations effective December 1, 2006. See
"Preliminary Offering Memorandum-Risk Factors-Risks Related to Our Business-Our
programming costs are increasing, and our business and results of operations
will be adversely affected if we cannot pass through part of the additional
costs to video subscribers" set forth under the Item 7.01 Regulation FD
Disclosure contained in Registrants' Form 8-K filed with the Securities and
Exchange Commission on September 28, 2006.
GENERAL
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.
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: September 29, 2006
MEDIACOM BROADBAND LLC
By: /s/ Mark E. Stephan
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Mark E. Stephan
Executive Vice President and Chief
Financial Officer
MEDIACOM BROADBAND CORPORATION
By: /s/ Mark E. Stephan
------------------------------------
Mark E. Stephan
Executive Vice President and Chief
Financial Officer