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 19, 1997
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
(Exact names of Registrants as specified in their charters)
Delaware 333-9535 84-1316775
Delaware 333-9535-01 84-1353734
(States or other jurisdiction (Commission File Nos.) (IRS Employer
of incorporation or organization) Identification Numbers)
1777 South Harrison Street,
Suite P-200, Denver, Colorado 80210
(Address of principal executive offices) (Zip Code)
(303) 757-1588
(Registrants' telephone number, including area code)
ITEM 5. OTHER EVENTS.
On September 19, 1997, the following press release was issued pursuant to Rule
135c of the Securities Act of 1933, as amended:
FOR IMMEDIATE RELEASE
FRONTIERVISION HOLDINGS, L.P.
ANNOUNCES CONSUMATION OF PRIVATE OFFERING
Proceeds From Senior Discount Notes Offering To Repay Bank Indebtedness of
FrontierVision Operating Partners, L.P. and Finance Pending Acquisitions.
DENVER, CO (BUSINESSWIRE) - September 19, 1997 - FrontierVision Holdings, L.P.
("Holdings") and FrontierVision Holdings Capital Corporation ("Capital"),
collectively the "Issuers", today announced that they consummated the issuance
of $237,650,000 aggregate principal amount at maturity of 11 7/8% Senior
Discount Notes due 2007 (the "Notes") pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"). The Notes
were issued at a price of $631.18 per $1,000 aggregate principal amount at
maturity and will generate net proceeds to the Issuers of approximately $144.0
million.
Holdings is a newly organized holding company and is the new general partner of
FrontierVision Operating Partners, L.P. ("FVOP"). Holdings acquired, directly or
indirectly, all of the outstanding partnership interests in FVOP immediately
prior to the issuance of the Notes and, therefore, FVOP and FrontierVision
Capital Corporation have become wholly-owned, consolidated subsidiaries of
Holdings.
The Notes will rank pari passu (on the same level) in right of payment to all
existing and future unsecured indebtedness of the Issuers, other than
indebtedness that by its terms is expressly subordinated in right and priority
of payment to the Notes. Since Holdings is a holding company and conducts its
business through subsidiaries, the Notes will be effectively subordinated to all
existing and future indebtedness and other liabilities (including trade
payables) of Holdings' subsidiaries, as well as effectively subordinated to
secured debt of Holdings.
The net proceeds will be contributed by Holdings to FVOP as a capital
contribution. FVOP will use this capital contribution to repay existing bank
indebtedness outstanding and will place the remaining net proceeds in escrow to
finance pending acquisitions.
The offering of the Notes has not been registered under the Securities Act and
the Notes may not be offered or sold in the United States or to U.S. persons
absent registration or an applicable exemption from registration. The Company
has agreed to register the Notes under the Securities Act in certain
circumstances. Since the Notes have been sold, this news release is made as a
matter of record only.
FVOP, one of the 25 largest multiple cable system operators in the United
States, serves more than 400,000 subscribers in twelve states.
INVESTOR CONTACT: James W. McHose, Vice President and Treasurer
(303) 757-1588
Email: InvestorRel@FVP.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
FRONTIERVISION OPERATING PARTNERS, L.P.
By: FrontierVision Partners, L.P., its general partner,
By: FVP GP, L.P., its general partner
By: FrontierVision Inc., its general partner
By: /s/ JAMES W. MCHOSE
--------------------
James W. McHose
Vice President and Treasurer
Date: September 22, 1997 By: /s/ JAMES W. MCHOSE
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James W. McHose
Vice President and Treasurer
FRONTIERVISION CAPITAL CORP.
Date: September 22, 1997 By: /s/ JAMES W. MCHOSE
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James W. McHose
Vice President and Treasurer