HomeMy WebLinkAbout1999-166RESOLUTION NO. 1999-166
RESOLUTION OF THE CITY OF SAN BERNARDINO, CALIFORNIA
SEPARATELY APPROVING (1) THE TRANSFER OF CABLE TELEVISION FRANCHISE
TO CENTURY-TCI CALIFORNIA, L.P. AND (2) THE CHANGE IN CONTROL OF THE
MANAGING PARTNER OF CENTURY-TCI CALIFORNIA, L.P., AND TRANSFER TO
ADELPHIA COMMUNICATIONS CORP.
WHEREAS, TCI Cablevision of California, Inc. ("Franchise") currently owns, operates,
and maintains a cable television system (the "System") in the City of San Bernardino, California
(the "Franchise Authority"), and is the duly authorized holder of a franchise, permit, license or
other authorization (as amended to date, the "Franchise"); and
WHEREAS, Franchisee and Century-TCI California, L.P. ("Transferee"), a partnership
between certain affiliates of Century Communications Corporation ("Century") and certain
affiliates of Franchisee, are parties to an asset contribution agreement (the "Contribution
Agreement") pursuant to which the System and the Franchise (after one or more intermediate
transfers pursuant to an internal restructuring) will be transferred to Transferee (the "Franchise
Transfers "); and
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WHEREAS, Franchisee and Transferee have requested consent by the Franchise Authority
to the Franchisee Transfers in accordance with the requirements of the Franchise and have filed
an FCC Form 394 with the Franchise Authority and have submitted such other information
concerning the Franchise Transfers as may be required by law, the Franchise or as requested by
the Franchise Authority (collectively, the "Franchise Transfer Application"); and
WHEREAS, the Franchise Authority has reviewed the Franchise Transfer Application and
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conducted its review of the qualifications of Transferee;
WHEREAS, all written comments and staff reports have been received and made a part
of the record;
WHEREAS, following review, the Franchise Authority believes that Transferee is a
suitable transferee and that it is in the best interests of the Franchise Authority to approve the
Franchise Transfers, as described in the Franchise Transfer Application;
WHEREAS, on March 5, 1999, Century, the parent company of the managing partner of
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Resolution (Transfer of the Cable Television Franchise to Century-TCI
California, L.P. and Change in Control of the Managing Parlner of
Century-Tel California, L.P.)[Cabllc.Rcs] 1
1999-166
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1 RESOLUTION OF THE CITY OF SAN BERNARDINO, CALIFORNIA SEPARATELY
APPROVING (1) THE TRANSFER OF CABLE TELEVISION FRANCHISE TO
2 CENTURY-TCI CALIFORNIA, L.P. AND (2) THE CHANGE IN CONTROL OF THE
MANAGING PARTNER OF CENTURY-TCI CALIFORNIA, L.P., AND TRANSFER TO
3 ADELPHIA COMMUNICATIONS CORP.
4 Transferee, entered into an Agreement and Plan of Merger with Ade1phia Communications
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Corporation ("Ade1phia") providing for, among other things, and transfer of control of Century
to Ade1phia by way of a merger of Century into Adelphia;
WHEREAS, Century and Ade1phia have jointly submitted to the Franchise Authority an
application on Federal Communications Form 394, requesting consent for the Transfer of Control
and have submitted such other information concerning the Transfer of Control and Adelphia as
may be required by law, the Franchise or as requested by the Franchise Authority (collectively,
the "Transfer of Control Application");
WHEREAS, Transferee will continue to hold the Franchise and operate the System
subsequent to the Transfer of Control to Ade1phia;
WHEREAS, the Franchise, as amended in 1968, authorizes transfer and assignment of the
Franchise by Seller, provided that the net worth of Purchaser at the time of such transfer is not
less than $250,000.00 (adjusted to include increases in the Cost of Living Index for Southern
California over the then current Cost of Living Index), as shown by a statement of net worth
certified to by a licensed certified public accountant; and,
WHEREAS, the City has received such evidence of financial responsibility submitted by
the Purchaser and its affiliates and has found that Purchaser and its affiliates have the financial
managerial ability to operate the system in a proper manner; and,
WHEREAS, Seller, and Purchaser, have jointly submitted to the City Council of the City
an application on Federal Communication Commission Form 394 for consent to the transfer and
such other information concerning the transfer as is required by applicable law and the Franchise
and as has been requested by the City Council; and,
WHEREAS, the Purchaser has further agreed by letter (a copy of which is attached hereto
as Exhibit "A" and incorporated herein) to abide by any previous Agreement between the City and
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Resolution (Transfer ofthe Cable Television Franchise to Century-TCI
California, L.P. and Change in Control of the Managing Partner of
Century-Tel California, L.P.)[Cablle.Rcs] 2
, .
. '1999-166
1 RESOLUTION OF THE CITY OF SAN BERNARDINO, CALIFORNIA SEPARATELY
APPROVING (1) THE TRANSFER OF CABLE TELEVISION FRANCHISE TO
2 CENTURY-TCI CALIFORNIA, L.P. AND (2) THE CHANGE IN CONTROL OF THE
MANAGING PARTNER OF CENTURY-TCI CALIFORNIA, L.P., AND TRANSFER TO
3 ADELPHIA COMMUNICATIONS CORP.
4 and Seller including, but not limited to, the franchise ordinances and any attachments or
5 amendments thereto, which concludes the Judgment and Settlement Agreement in the case of City
6 of San Bernardino v. Liberty TV Cable, Inc., Case No. 82-6876 WMB (Gx), U.S. District Court,
7 Central District of California; and,
8 WHEREAS, Seller has requested the approval of the City for the transfer and assignment
9 of the Franchise by the Seller to the Purchaser;
10 WHEREAS, the City of San Bernardino has reviewed the Transfer of Control Application
11 and conducted its review of the legal, technical and financial qualifications of Adelphia;
12 WHEREAS, all written comments and staff reports have been received and made a part
13 of the record; and,
14 WHEREAS, following review, the City of San Bernardino believes it is in the best interests
15 of the City of San Bernardino to approve the Transfer of Control to Adelphia as described in the
16 Transfer of Control Application;
17 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
18 SAN BERNARDINO AS FOLLOWS:
19 SECTION 1. The Mayor and Common Council of the City of San Bernardino hereby
20 approve the assignment of the Franchise and related assets of the cable television system by Seller
21 to the Purchaser.
22 SECTION 2. Transferee may transfer the System and/or the Franchise, or control related
23 thereto, to any entity controlling, controlled by, or under common control with Transferee.
24 SECTION 3. The City of San Bernardino hereby consents to and approves the assignment,
25 mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating
26 thereto, as collateral for a loan.
27 SECTION 4. The City of San Bernardino releases Franchise and any guarantor of
28 Franchisee, effective upon the date of the Closing (the "Closing Date") from all obligations and
Resolution (Transfer of the Cable Television Franchise to Century-Tel
California, L.P. and Change in Control ofthe Managing Partner of
Century-Tel California, LP.}[Cablle.Res] 3
" , '1999-166
I RESOLUTION OF THE CITY OF SAN BERNARDINO, CALIFORNIA SEPARATELY
APPROVING (1) THE TRANSFER OF CABLE TELEVISION FRANCHISE TO
2 CENTURY-TCI CALIFORNIA, L.P. AND (2) THE CHANGE IN CONTROL OF THE
MANAGING PARTNER OF CENTURY-TCI CALIFORNIA, L.P., AND TRANSFER TO
3 ADELPHIA COMMUNICATIONS CORP.
4 liabilities under the Franchise that accrue on and after the Closing Date; provided that Transferee
5 shall be responsible for any obligations and liabilities under the Franchise that accrue on and after
6 the Closing Date.
7 SECTION 5. The City of San Bernardino hereby consents to the Transfer of Control to
8 Adelphia or to any wholly owned affiliate of Adelphia as described in the Transfer of Control
9 Application; and the City of San Bernardino acknowledges that no further consent is required for
10 the assignment of the Franchise to any affiliate company under common control with or controlled
II by Adelphia.
12 SECTION 6. The Mayor and Common Council hereby affirm that: (a) the Franchise was
13 properly granted; (b) the Franchise is in full force and effect; (c) the Franchise is scheduled to
14 expire on December 31,2003; and (d) to the City's knowledge there exists no fact or circumstance
15 which constitutes or which, with the passage of tinJe or giving of notice or both, would constitute
16 a default under the Franchise or will entitle the City to cancel or terminate the rights thereunder,
17 except upon the expiration of the full term thereof.
18 SECTION 7: The authorization of the transfer and assignment of the franchise from Seller
19 to the Purchaser is expressly conditioned upon, and shall be deemed effective upon, the
20 consummation of the sale to the Purchaser of the Franchise and related assets and the closing of
21 the transaction under the Agreement.
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Resolution (Transfer ofthc Cable Television Franchise to Century- TCI
California, L.P. and Change in Control ofthe Managing Partner of
Century-Tel California, L.P.}[Cablle.Res] 4
, ',1999-166
1 RESOLUTION OF THE CITY OF SAN BERNARDINO, CALIFORNIA SEPARATELY
APPROVING (1) THE TRANSFER OF CABLE TELEVISION FRANCHISE TO
2 CENTURY-TCI CALIFORNIA, L.P. AND (2) THE CHANGE IN CONTROL OF THE
MANAGING PARTNER OF CENTURY-TCI CALIFORNIA, L.P., AND TRANSFER TO
3 ADELPHIA COMMUNICATIONS CORP.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a joint regular
meeting thereof,
day of
July
, 1999, by the following vote, to wit:
AYES
NAYS
ABSTAIN
ABSENT
x
x
x
x
x
x
x
\~~ h. ~~
CIty '1erk
July , 1999.
Z..-t~~
Valles, Mayor
f San Bernardino
'''--,
Approved as to form and
24 legal content:
25 JAMES F. PENMAN,
City Attorney
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Reso ution (Transfer of the Cable Television Franchise to Century-Tel
California, LP. and Change in Control of the Managing Partner of
Century-Tel California, L.P.)[Cablle.Res]
JUN-~8-SS 0!:.52 From:SB CITY ATTORNEY
9093845238
T-8S8 P 05/06 Job~473
1999-166
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Adelphie
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June 24, 1999
Mr. Frank S. Keller
Cable Telev"ion Milnd!:"!
CIty "f S.n B..rna.d;no
201 r-,orth" I. "Street
SUIIP 105
San Bcrnilrdino CA 924Q1
Kl' Transfp, oT Control from Century to "delphla
Dear Mr. )(1'111.'1:
In this leu!!'! Adelphiil a~rel:~ 10 abide by any previou~ i1l1ireemO:nl between ~he ClIY
of Sol" f1ern<l,dino amJ Cenl'-lry or Century-TCI California. l P., inC'll.ldinll but rtotlimited 10
lhe franchl~e ordinance; and oIny anilcl1menb or amendments tlJerelO which includes the
j\.ldgnlMI and Sett'em~nt r\greement in tile caslI 01 Oil! of S..n 8rr(lard."" )1<. Lib""'\! 'IV
Cable Inc, C.." No 82.6S76 WMB (C"l, U.S. D,slrict COurt Central Diwicl of CalifQrnia.
Very Irtl1y your.
C;~-r(7tj1>-.-
Colin H. rlill&in (
DppI.llY General Counset
CHH/Jdt
~
,.
1999-166
Federal Communications COi'i1mission
Washington. D. C. 20554
FCC 394
Approved b~ OMB
3000-0573
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONL Y
SECTION I. GENERAL INFORMATION
DATE
,1999
I. Community Unit Identification Number: CA 0900
2. Application for:
181
Assignment of Franchise
D
Transfer of Control
J. Franchising authority: City of San Bernardino, California
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located;
City of San Bernardino, California
5. Date system was acquired or (for svstem's constructed by the transferor/assignor) the date on which service
was provided to the first subscriber in the franchise area: ~
6. Proposed. effective date of closing of the transaction assigning or transferring ownership of the system to
transferee/assignee:
12/02191
When all conditions to
closing have been met.
Currentlv anticipated to be 120
days from the filing of this
Fonn 394.
7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application
that is identified in the franchise as required to be provided to the franchising authority when requesting
its approval of the type of transaction that is the subject of this application.
Exhibit No.
1
PART I. TRANSFEROR/ASSIGNOR
Legal name of Transferor/Assignor (if individual, list last name first)
TCI Cablevision of California, Inc.
Assumed name used for doing business (if any)
Mailing street address or P.O. Box
1722 Orange Tree Lane
City Redlands
State CA
ZIP Code 92374
Telephone No. (include area code)
(909) 798-3588
2.(a)
Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of
control (including any exhibits or schedules thereto necessary in order to understand the terms thereof). If there
is only an oral agreement, reduce the tenns to writing and attach. (Confidential trade, business, pricing or
marketing information, or other infonnation not otherwise publicly available, may be redacted).
Exhibit No.
2
(b)
Does the contract submitted in response to (a) above embody the full and complete agreement between the
transferor/assignor and the transferee/assignee?
181 Yes D No
If No, explain in an Exhibit.
Exhibit No.
N/A
FCCJ94
September 1996
1999-166
PART II . TRANSFEREE/ASSIGNEE
1.(a) Indicate the name, mailing address, and telephone number of the transferee/assignee.
Legal name of TransfereeJAssignee (if individual, list last name first)
Centu .-TCI California, L.P.
Assumed name used for doing business (if any)
Mailing street address or P.O. Box
clo Centu Communications Cor
City
New Canaan
., 50 Locust Avenue
State ZIP Code
CT
06840
Telephone No. (Include area code).
203.972.2000
(b) Indlcata the name, mailing address, and telephone number of person to contact. if other than transferee/assignee
Name of contact person (list last name first)
Sail. Clifford A.
Firm or company name (if any)
clo Centu Communications Cor
Mailing street address or P.O. Box
50 Locust Avenue
City
New Canaan
State
CT
ZIP Code
06840
Telephone No. (include area code)
203.972.2964
(c) Attach as an Exhibit the name, mailing address. and telephone number of each additional person who
should be contacted, if any.
Exhibit No.
3
(d) Indicate the address where the system's records will be maintained.
Street address
1722 Oran e Tree Lane
City
Redlands
State
ZI P Code
92374
CA
2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and
operations of the system as a consequence of the transaction for which approval is sought.
Exhibit No.
4
FCC 394 (Page 2)
September 1996
1999-166
SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
o
Corporation
a. Jurisdiction of incorporation:
d. Name and address of registered agent in
jurisdiction:
b. Date of incorporation:
c. For profit or not-far-profit:
~
Limited Partnership a. Jurisdiction in which formed:
Delaware
b. Date of formation:
November 17, 1998
C. Name and address of regIstered _agent In
jurisdiction:
United Corporate Services, Inc.
15 E. North St., Dover, DE 19901
o
General Partnership a. Jurisdiction whose laws govern formation:
b. Date of formation:
o
o
Individual
Other. Describe in an Exhibit.
Exhibit No.
NIA
2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders
beneficially holding more than 5% of the outstanding voting shares, general partners. and limited partners holding an equity
interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read
carefully - the iettered items below refer to corresponding lines in the following table.)
(a Name. residence, occupation or principal business. and principal place of business. (If other than an individual. also show
name. address and citizenship of natural person authorized to vole Ihe voting securities of the applicant that it holds.) List the
applicant first. officers. next. then directors and, thereafter. remaining stockholders and/or partners.
(b Citizenship.
(c) Relationship to the transferee/assignee (e.g.. officer. director. etc.).
(d Number of shares or nature of partnersihp interest.
(e) Number of votes.
(f Percentage of votes.
(a)
Century-TCI California. L.P.
50 Locust Avenue
New Canaan. CT 06840
(b) Delaware
(c) Same
(d) N/A
(e) N/A
(f) N/A
Cenlury Exchange LLC
50 Locust Avenue
New Canaan. CT 06840
Delaware
TCI California Holdings. LLC
5619 DTC Parkway
En lewood. CO 80111
Colorado
General and Limited Partner
General Partner
General and Limrted Partner
General Partner
N/A
N/A
75%
25%
FCC 394 (Page 3)
September 1996
1999-166
3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the lRJ -Ves 0 No
laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system
operates? 'WiII be qualified prior to closing
If the answer is No, explain in an Exhibit.
4.
Has the transferee/assignee had any interest in or in connection with an applicant which has been
dismissed or denied by any franchise authority?
If the answer is Yes, describe circumstances in an Exhibit.
5.
Has an adverse finding been made or an adverse final action been taken by any court or
admmistrative body with respect to the transferee/assignee in a civil, criminal or administrative
proceeding, brought under the provisions of any law or regulation related to the following: any
felony; revocation, suspension or involuntary transfer of any authorization (including cable
franchises) to provide video programming services; ~mass media related antitrust or unfair
competition; fraudulent statements to another government unit; or empioyment discrimination?
If the answer is ves. attach as an Exhibit a fuil description of the persons and matter(s) involved.
Including an identification of any court or administrative body and any proceeding (by dates and file
numbers. if applicable), and the disposition of such proceeding.
I
o
Exhibit No.
NIA
ves [RJ No
Exhibit No.
NIA
o ves [8] No
Exhibit No.
NIA
o ves [RJ No
Are there any documents, instruments, contracts or understandings relating to ownership or future
ownership rights with respect to any attributable interest as described in Question 2 (including, but
not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants,
debentures)?
If Yes, provide particulars in an Exhibit.
7 Do documents. inslruments, agreements or understandings for the pi edge of stock of the 0 ves [8] No
transferee/assignee. as security for loans or contractual performance, provide that: (a) voting rights
will remain with the applicant. even in the evenl of default on the obligation; (b) In the event of
default. there wiil be either a private or public sale of the stock; and (c) prior to the exercise of any
ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC andlor of the
franchising authority, if required pursuant to federal...state or local law or pursuant to the !erms of
the franchise agreement wiil be obtained?
6.
If No. attach as an Exhibit a fuil explanation.
SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1.
The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from
committed resources to consummate the transaction and operate the facilities for three months.
Attach as an Exhibit the most recent financial statements, prepared in accordance with generaily
accepted accounting principals, including a balance sheet and income statement for at least one full
year, for the transferee/assignee or parent enlity that has been prepared in the ordinary course of
business, if any such financial statements are routinely prepared. Such statements, if not otherwise
publicly available. may be marked CONFIDENTIAL and will be maintained as confidentiai by the
franchise authonty and ils agents to the extent permissible under local law.
2.
SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience
and expertise regarding cable television systems, including, but not limited to, summary information about
appropriate management personnel that will be involved in the system's management and operalions. The
transferee/assignee may, but need not, list a representalive sample of cable systems currently or formerly
owned or operated.
FCC 394 (Page 4)
Exhibit No.
5
[RJ ves 0 No
Exhibit No.
6
Exhibit No.
7
September 1996
1999-166
SECTION V - CERTIFICATIONS
Part I - Transferor/Assignor
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
Signature
I CERTIFY thaI the statements in this application are true.
complete and correct to the best of my knowledge and belief and
are made in good faith.
Dale
WillFUL FALSE STATEMENTS MADE ON THIS FORM ARE
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE. Pnnt full name
TITLE 18, SECTION 1001.
Check appropriate classification:
D Individual D
General Partner
D
Corporate Officer
(Indicate Title)
D Other. Explain:
Part II - Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(aj Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local
ordinances and related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes, as promptly as practicable. in the operation system, if any changes are necessary to cure
any violations thereof or defaults thereunder presently in effect or ongoing.
Signature Century - Tel California, L.P.,
I CERTIFY that the statements in this application are true. Century Exchange llC. General Partner
complete and correct to the best of my knowledge and belief and By: Century Southwest Cable Television, Inc., Managing Member
are made in good faith. ~. Vice President
Dale
WillFUL FALSE STATEMENTS MADE ON THIS FORM ARE Janu
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE. Pnnt full name
TITLE 18, SECTION 1001. Clifford A. Bail. Vice President
Check appropriate classification:
D Individual ~
General Partner
D
Corporate Officer
(Indicate Hie)
D Other. Explain:
I ~oeo;eme
~~taaYY1...l_.~.~~~~~~~-~':/__:::::~
~-,
Data CommiSSion Expires: .'1/l.W?i?f-L
September 1996
FCC 394 (page 5)
SECTION V - CER'l'IFICA TIONS
Part I - Trnnsferor/ Assi~OO9-166
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a
material part hereof and are incorporated herein as if set out in full in the application.
S ignarure TCI Cablevision of California, Inc,
I CERTIFY that the statements in this application are true, 1A /-
complete and correct to the best of my knowledge and belief and ..
are made in good faith. ,) ... f
u // _/{ .-A_____-
Date J'"'oN.....\"""! ,1!!99
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE \
PUNISHABLE BY FINE AND/OR IMPRlSONMENT. U.S. CODE, Print full name Derek Chang
TITLE IS. SECTION 1001.
Check appropriate classification: ~ Corporate Officer
0 Individual 0 General Parmer 0 Other, Explain:
(Indicate Title)
Vice President
Part II - Transferee! Assignee
All the statements made in the application and attached Exhibits are considered material representations. and all the Exhibits are a
material pan hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and
related regulations.
(c) Will use its best efforts to comply with the tenns of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes. as promptly as practicable, in the operation of the system. ifany changes are necessary to cure any
violations thereof or defaults thereunder presently in effect or ongoing.
Signature Century.TCI California. L.P.
I CERTIFY that the statements in this application are true. Century Exchange LLC, General Partner
complete and correct to the best of my knowledge and belief and By: Century Southwest Cable Television, Inc., Managing Member
are made in good faith. Vice President
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE.
TITLE 18, SECTION 1001. Print full name
Clifford A. Bail, Vice President
Check appropriate classification: 0
o Individual t8J General Partner 0 Corporate Officer Other. Explain:
(Indicate Title)
FCC 394 {Page 5\
September 1996
1999-166
CENTURY COMMUNICATIONS CORP.
AND SUBSIDIARIES
CONSOLIDATED STAn;MENTS OF OPERATIONS
Amounts in Thousands (Exce1)t Share Data)
1998
Revenues:
ServIce Income
$
484.736 $
103.932
122.307
154.029
380.268
104.468
172.808
11.533)
(66.807)
(624)
(65.983)
(11.899)
(77.882)
(43.0891
(120.971)
Costs and expenses:
Cost of servIces
Selling, general and administrative
DeprecIatIon and amortlZabon
Operating income
Interest expense
Other (Income) expense
Loss from continuing operations before income tax (benefit),
mlnonty interest and 8xtni1ordinary item
Income tax (benefit)
Loss from continuing operations before mlnonty interest and extraordinary item
Minonty interest in Income of subsidiaries
Loss from continuing operations
Loss from dlsconbnued operations. net of income tax benefit of $13,597. $7.295
and $11.596 and minority interest in losses of $2'.193. $22.584 and $'0.970
Loss before extraordinary Item
Extraordinary Item - toss on ear1y retirement of debt.
. net of income tax benefit of $5.379.
Net loss
$ 1120.97') $
$ 5.225 $
$ 1126.196) $
$ (1.11) $
1.58)
(1.69)
$ (169\ $
74,nO.OOO
Dividend on discontinued subsidiary convertible
redeemable preferred steck
Net loss applicable to common shares
Nelloss per common snare - basic and diluted:
Loss from continuing operationS
Loss from discontinued operations
Loss before extraordinary item
Extraordinary Item
Net loss per common share. basiC and diluted
Wetgtlted average number of common shares
outstanding dunng the penod
See notes to consolidated financial statements
F-4
Year ended Mav 31
1997
459.546 $
100.789
111.467
159.547
371.803
87.843
157.730
171
(70.058)
123.363)
(46.695)
<7.170)
(53.865)
(80.428)
(134.293)
(7.582)
(14'.875) $
4.850 $
('46.7251 $
(.78) $
(1.08)
('.86)
(0.10)
(196\ S
74.675.000
1996
368.669
82.274
85.591
124.436
292.301
76.368
143.030
550
(67.212)
122.7301
(44.482)
12,701)
(47.'83)
154.934 )
1102.117)
1102.117)
4.256
(106.373)
(.701
( 74)
1'.44)
(144\
73.748.000
1999-16(.
Fed8rat Communications Comrmssion
Washington. DC 20554
FCC 394
Ap~ ByOMB
3Q60.0573
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
SECTION I. GENERAL INFORMATION
I FOR FRANCHISE AUTHORITY USE ONLY
\
I
DATE April 19, 1999
1. Ccmnunity Unit IdeldifIcation Number.
CA0900
2. Applic:alionfor:
o Assignment of Franchise
I!! Transfer of Control
3. Franchising Authority: City of San Bernardino, CA
4. Identify commumtywhere the systemlfranchise that is the subject of the assignment ot transfer of control is located:
City of San Bernardino
5. Date system was acQUired or (for system's constructed by the transferor/assignor) the date on
which service was provided to the first subscriber in the franchise area: 1999/pending
6. Proposed etfectiYe date of ClOSing of the transaction as5lQmng or transtemng OMlef'Ship at the
system to transfer_assignee: 3rd Quarter 1999
1. Attacn as an Exhibit a schedule of any and aU additiona6 information or materiaA filed with this
application that is identified in the francnise as required to be pl'OVlded to the trancnising
authority when requesting Its approva6 of the type of transaction that is the subJeCt of this
applk:ation.
ElcI1IbitNo.
N/A
PART I - TRANSFEROR/ASSIGNOR
1. Indicate the name. mailing address. and tetephone number of the transferor/assignor.
Lega6 name of Transferor/Assignor (if individual. list last name first) Century Communications Corp. ,
Parent of franchise holder, Century Valley Cable Corp.
Assumed name used for doing business (if any)
MaIling slnlet address or PO. Box
SO Locust Avenue
City I (State II ZIP Code I Telephone No. (include..... cede)
New Canaan CT 06840 203/972 -2000
Exhibit No.
2. (a) Attach as an Exhibit a caQy d the contract or agreement th. prcMdes for the assignment or
transfer of contrcIt (including any 8ld1ibits Of schedutes then!lo necessary in order to u..d-.~t.R1 the
terms th..-t). II there Is only an otaI ag..-nont. reduce II1e terms to wntIng and alIadt.
(C0nfidentia6 tr'D, business, pricing or 11l4Vketitg information, or othw lllfl.,.,......, net otherwise
publicly available. may be ~).
1
(b) D_1I1e conb'aCt su_ in _ to <al abcMt embodyll1e fuU an<I compIofe ...._,_,1
_1I1e transferor/_ignar an<I the _MSign",,?
~ Yea 0 No
EllhibitNo.
N/A
If No, explain in an Exhibit.
FCC 394 (Page 1)
So,A>.'.... 1996
1999-166
PART II - TRANSFEREE/ASSIGNEE
1. (a) Indicate the name, mailing address. and te6ephone number of the transferee/assignee.
Legal name of Transferee/Assignee (if individual. list last name first)
Adelphia Communications Corporation
Assumed name used for doing business (if any)
Mailing street address or P.O. Box
Main at Water Street
City State ZIP Code Telephone No. (indude area code)
Coudersport PA 16915 814/274-9830
(b) Indicate the name, mailing address, and tetephone number of person to contact, if ather than transferee/assignee.
Name of contact per.IOn (list last name first)
Randall O. Fisher. Esq.
Rnn or company name (if any)
Adelphia Communications Corporation
Mailing street address or P.O. Box
Main at Water Street
City State ZIP Code Telephone No. (indude area code)
Coudersport PA 16915 814/274-9830
(c) Attach as an Exhibit the name. mailing address. and telephone number of each additional person
who should be contaded. if any.
Exhibrt No.
2
(d) Indicate the address where the system's records will be maintained.
Street Address
Main at Water Street
City Stale ZIP Code
Coudersport PA 16915
2. Indicate on an attached exhibit any plans to change the current terms and conditions of seN'ice
and operations of the system as a consequence of the transadion for which approval is sought.
Exhibit No.
3
FCC 394 (Page 2)
~.ob..1996
1999-166
SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
I!l Corporation
3. Jurisdiction of incorporation: d. Name and address of registered agent in
Delaware jurisdiction:
b. Date of incorporation: CSC Networks
07/01/86 1013 Centre Road
c. For profit or not~for.protit:
Profit Wilmington, DE 19805
.'
.~
o Umiled Partnership
a. Jurisdiction in which formed: c. Name and address of registered agent in
jurisdiction:
b. Date of formation:
General Partnership
3. Jurisdiction whose laws govern formation:
b. Date of formation:
o
o
o
Individual
Other. Describe in an Exhibit.
Exhibit No.
N/A
2. List the transferee/assignee. and. if the transferee/assignee is nat a natural person. each of its officers, directors, stockholders
beneficially holding more than 5% of the outstanding voting shares. general partners, and limited partners holding an equity interest
of more than 5%. Use only one column for each individual or entity. Attad1 additional pages if necessary. (Read carefully - the
lettered items below refer to corresponding lines in the following table.)
(a) Name. residence. occupation or principal business. and principal place of business. (If other than an individual. also show name.
address and citizenship of natural person authonzed to vote the voting securities of the applicant that it holds.) Ust the applicant
first. officers. next. then directors and. thereafter, remaining stockholders and/or partners.
(b) Citizenship.
(c) Relationship to the transferee/assIgnee (e.g" officer. director. etc.).
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(I) Percentage of votes.
(a) \:;ee Attachment)
(b)
(c)
(d)
(e)
(I)
FCC 394 (Page 3)
~1996
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1999-166
3. If the applicant is a corporation or a limited partnership. is the transferee/assignee fanned under the
laws of. or duty qualified to transact business in, the State or other junsdiction in which the system
operates? The Transfer.e is in the process of qualifying the Tr~f.r.. to
to transact busine.. in the,jurisdic~ion where the syat.. operate..
If the answer IS No. explain in an Exhibit.
4. Has the transferee/assignee had any interest in or in connection with an applicant which has been
dismissed or denied by any franchise authority?
If the answer is Yes. describe circumstances in an Exhibit.
5. Has an adverse finding been made or an adverse final adion been taken by any court or
administrative body with respect to the transferee/assignee in a civil. atminal or administrative
proceeding, brought under the provisions of any law or regulabon related to the following: any
feiony; revocation. suspension or involuntary transfer of any authorization (induding cable
franchises) to provide videa programming services: mass media retated antitrust or unfair
competition: fraudulent statements to another government unit. or employment discrimination?
If the answer is Yes. attach as an Exhibit a full description of the persons and matter(s) involved.
including an identificabon of any court or administrative body and any proceeding (by dates and file
numbers. if appiicable). and the disposition of such proceeding.
6. Are there any documents. instruments. contracts or understandings relating to ownership or future
ownership rights with respect to any attributable Interest as described in Question 2 (induding, but
not limited to. non.voting stock interests. beneficial stode: ownership interests. options. warrants.
debentures)?
If Yes. provide particulars in an Exhibit.
7. Do documents. instruments. agreements or understandings for the pledge of stock of the
transferee/assignee. as security for loans or contradual performance, provide that: (a) voting rights
will remain with the applicant. even in the event of default on the obligalion; (b) in the event of
default. there will be either a private or public sale of the stock; and (c) prior to the exercise of any
ownership nghts by a purchaser at a sale described in (b), any pnor consent of the FCC andlor of the
franchising authority. if reQuired pursuant to federal. state or local law or pursuant to the tenns of
the franchise agreement will be obtained?
If No. attach as an Exhibit a full explanalion.
SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from
committed resources to consummate the transaction and operate the facilities for three months.
2. Attach as an Exhibit the most recent financial statements. prepared in accordance with generally
accepted accounting principles. including a balance sheet and income statement for at least one full
year. for the transferee/assignee or parent entity that has been prepared in the ordinary course of
business. if any such financiaJ statements are routinely prepared. Such statements. if nat otherwise
publicly available. may be marked CONFIDENTIAL and will be maintained as confidential by the
franchise authority and its agents to the extent permissible under local law.
SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth In an Exhibit a narrative account of the transferee'slassignee's technical qualifications, experience
and expertise regarding cable television systems, including, but not limited to, summary information about
appropriate management personnel that will be involved in the system's management and operations. The
transferee/assignee may, but need not. list a representative sample of cable systems currently or formerly
owned or operated.
FCC 394 (Page 4)
l
o Yes I!! No
Exhibit No.
N/A
o Yes I!I No
Exhibit No.
N/A
o Yes I!! No
Exhibit No.
N/A
0 Yes ~ No
Exhibit No.
N/A
0 Yes I!! No
Exhibit No.
N/A
I!l Yes 0 No
Exhibit No.
4
Exhibit No.
S
~1996
1999-166
SECTION V. CERTIFICATIONS
Part I - Transferor/Assignor
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a
material part hereof and are incorporated herein as if set out in full in the application.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM
ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.
U.S. CODE, TITLE 1S, SECTION 1001.
s_
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief
and are made in good faith.
-... .....
Scott Schneider
Check appropnate classification:
01--
o General Portner
Sr. Vice
n C<lIporate 0_
~(I_T"Ile)
President,Chief Financial
o Other. Explain:
Officer
Part II - Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a
material part hereof and arB incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable tel8\lision systems.
(b) Has a current copy of the franchise that is the subject of this application. and of any applicable state laws or local ordinances and
related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state I~ws or local ordinances and related regulations.
and to effect changes, as promptly as practicable, in the operation system, if any changes are necl!!tsary to cure any violations thereof or
defaults thereunder presenijy in effect or ongoing.
Stgnalure
I CERTIFY that the statements in this application are true, ,r;~t U~
complete and correct to the best of my knowledge and belief ff
and are made in good faith.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ""'"
April 19, 1999
ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. -... .....
U.S. CODE. TITLE 1S. SECTION 1001.
Randall D. Fisher. Esa.
Check appropriate classification:
01- 0-- ~ CorpcntlI 0_ o Other. Explain:
X (I_rille)
Vice President and General Counsel
FCC 394 (Page 5)
september 1996
1999-166
Ad,dphia Communications Corpora/ion
BOARD OF DIRECTORS & EXECUTIVE OFFICERS
Dennis P. Coyle"
GENERAL COUNSEL A.1VD SECRETARY:
FPL GROUp; INC AND
FLORIDA POWER & UGHT COMPANY
Pete J. Metros"
PRESIDENT RAPlSTAI>.J DEM4.G CORPORATION
James L. Gray....
Daniel R. Milliard
SENIOR VICE PRESIDENT Aim
CORPORATE SECRETARY,
ADELPHIA COMMUNICATIONS CORPORATION,
PRESIDENT AND CHIEF OPERATING OFFICER
HYPERlON TELECOMMUNICATIONS, INC
.. Director only
Perry S. Patterson.
AITORNEY-AT-LAW
John J. Rigas
CHAlRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER,
ADELPHlA COMMUNICATIONS CORPORATION;
CllAlRMAN,
HYPERlON TELECOMMUNICATIONS, INC
Michael J. Rigas
EXECUTJVE VICE PRESIDENT; OPERATIONS,
ADELPHIA COMMUNICATIONS CORPORATION;
V1eE CHAIRMA1\r,
HYPERlONTELECOMMUNICATIONS, [NC
H Hyperion Telecommunications, ]nc., Director only
CORPORATE MANAGEMENT
Jeffrey L. Abbas
SENIOR DIRECTOR OF PROGRAA1MING
John A. Abplanalp
DIRECTOR OF PROGRAMMING
Anthony Accamando, Jr.
VICE PRESIDEf,,'T. COMMU!l.TTY AFFAIRS
John M. Adduci
DIRECTOR OF C4.BLE ENTERTAINMENT
W. David Anderson
DIRECTOR OF CALL CEJ\'TER OPERATIONS
Charles A. Balestri
DIRECTOROF~ETINGllffORMATION
Larry Brett
CORPORATE DIRECTOR OF OPERATIONS
James R. Brown
VICE PRESIDEt-.'T FINANCE
Leslie J, Brown
ASSISTAi\JT GENERAL COUNSEL
Carmen Cipolla
SE.",'lOR DIRECTOR OF DATA OPERATIONS
Jeffrev w. Donahue
DiRECTOR OF VOICE A",TD 0/\7:4 SERVICES
Randall D. Fisher
\!1CE PRESIDENT, LEGAL AFfAIRS
GfNERAL COUNSEL AND
/\.SSISTAJ\'TCOR/'OR/\.Tf SECRETARY
SYSTEM MANAGEMENT
New England
Robert L. Snowdon
James C. Sweenev
Coastal Ncu'Jrrsl?1/
William B. Scott .
Ohio
Sebio DiLuciano
John B, Glicksman
DEPU7Y GElv'ERAL COUNSEL FOR OPERATIONS
Jeremy p. Harris
VICE PRESIDENT OF MARKETING AND SALES
Edward J. Hartman
DIRECTOR OF F1NM'CE
Luke P. Healv
DIRECTOR OF ACCOUNTING
Colin H. Higgin
DEPUn GENERAL COUNSEL AND
ASSISTANT CORPORATE SECRETARY
Athena Jamesson
ASSISTANT GENERAL COUNSEL
James M, Kane
VICE PRESiDENT, CORPORATE DEVELOPMENT
Orb\' G. Kellev, Jr.
Vlcl PRESiDEl,/r,
ADMINISTRATION/LABOR RELATiONS
William C. Kent
CORPORATE DIRECTOR OF OPERJlTIO,i'I,,'S
Clair LaBrunerie
\!1CE PRESlDEST.
INTfRNlITIOt,,'AL DE\'ELOPl'yfEtn
Thomas J. Lamb
SENiOR DIRECTOR OF
A1ILi'I,,'AGEAfEl\!T lNFORMATIOf\' SYSTEA1S
I'e1l1Jslj/vania
Lou A. Abraham
lohn F. Bradley, Jr,
R.kh<trd B. Conrad
Robert N, H\'mson
Chuck Redp'ath
Southf'tlstclll FI(lrldll
Mark r. Cal1O\v<tv
Lvnn Whisenhunt
J~hn Wattick
Timothy J. Rigas
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER.
ADELPHlA COMMUNlCATlONS CORPORATION;
VICE CHAIRMAN.
CHIEF FINANCIAL OFFICER A."lD TREASURER.
HYPERlON TELECOMMUNICATIONS, INC
James P. Rigas
EXECUTIVE VICE PRESIDENT,
STRJlTEGIC PlANNING.
ADELPHIA COMMUNICATIONS CORPORATION;
VICE CHAIRMAN AND
CHIEF EXECUTNE OFFICER,
HYPERlON TELECOMMUN1CATlONS, INC
Daniel R. Liberator
VICE PRESIDENT, ENGINEERING
Dean R. Marshall
DIRECTOR OF FINANCE
Michael C. Mulcahey
DiRECTOR OF ACCOUNTING AND
ASSISTANT TREASURER
Jack A. Olson
VICE PRESIDENT, MEDlA DEVELOPMENT
Kenneth L Proud
DIRECTOR OF PROJECT MANAGEMENT
Jorge D. Salinger
DIRECTOR OF DIGITAL SERVICES AND
NETIVORKlNG
Craig Schmid
DIRECTOR OF RATE REGULAT10N
Joseph Selvage
DIRECTOR OF NEnYORK C4TIT DEVEWPMEI\'T
Herb Stortz
DIRECTOR OF MANAGEMENT lNFORMATIOl\'
SYSTEA1S
Robert G. Wahl
CORPORATE DIRECTOR OF OPERATIONS
Andy \^1hite
DIRECTOR OF HIGH SPEW DATA OPERATlO:\'S
Virginia
Dell A Hanley
Joseph Price
J,Vcstem N"l'[i) York
Thomas M. Havwood
Vincent Laurer1'di, Jr
MANAGEMENT OF HYPERION TELECOMMUNICATIONS, INC.
Thomas W. Cadv
VICE PRESIDENT, SALES /L':I,,'D .\1/1RKfTINC
Charles R. Drenning
SENIOR VICE PRESIDENT
n...'CINETRlNC OJ'ERltTJO.\'S
48
John D. Lasater
VICE PRESJDENT. .\'/lTlONAL ACCOUNTS
Randolph S. Fowler
SFI'v'IO/\ VICF 1'/\!-SIf][,\T BUSIJ\'ESS
DEVELOPMENT AND
REGUL4TORY AFfAIR,~
Edward E. Babcock
VIcr PI\LSIDENT. FINANCE {'NV OllEF
lICCOW,,'TING OFFICER
Theodore A Huf
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1999-166
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ADELPHlA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except share amounts)
ASSETS:
Property, plant and equipment - net
Intangible assets - net
Cash and cash equivalents
C.S. government secunties - pledged
Invesnnents
Preferred eqUIty InVestment In Managed Partnership
Subscriber receivables - net
Prep3ld expenses and other assets - net
Investment in and amounts due from Olympus
Related party receivables - net
Total
LIABILITIES. PREFERRED STOCK. COMMON STOCK AND
OTHER STOCKHOLDERS' EOUITY (DEFICIENCY):
Subsidiary debt
Parent debt
Accounts payable
Subscriber advance payments and deposits
Accrued interest and other liabilities
Deferred income taxes
Total liabilities
Minority interests
Cumulative equity in loss in eXCeSs of investment in and amounts
due from Olympus
Hyperion Redeemable Exchangeable Preferred Stock
Series A Cumulative Redeemable Exchangeable Preferred Stock
Commitments and contingencies (Note 8)
Convenible preferred stock, common slOck and
other stockholders' equity (deficiency):
8 1/8% Senes C Convenible Preferred Stock ($100,000 liquidation preference)
Class A Common Stock, $.0 I par value, 200,000,000 shares authorized,
20,043.528 and 31.258,843 shares outstanding, respectively
Class B Common Stock, $.01 par value, 25,000,000 shares authorized,
10,944,476 and 10.834,476 shares outstanding, respectively
Additional paid-In capItal
Accumulaled deficit
Convenible preferred stock, common stock and
other slockholders' equity (deficiency)
Total
March 3 I,
1998
$ 918,637
695,104
276,895
70,535
127,827
18,338
30.551
114,526
52,258
$ 2,304,671
$ 1,329,471
1,580,274
65,019
17,129
98,087
116,351
3,206,331
27,737
31.202
207,204
148.062
200
109
331,263
(1,647,438)
(1,315,865)
$ 2,304,671
See noles to condensed consolidated financial stalements.
3
December 31,
1998
$ 1.207,655
1,029.159
398,644
58,054
196,893
53.91 I
114,625
191,408
44,108
$ 3,294,457
$ 1.717,240
1,810.212
96.985
19,377
137,131
109,609
3.890,554
48,784
228,674
148.191
313
108
738,102
(1,760.270)
(1,021,746)
$ 3,294,457
See notes to condensed consolidated financial SlalemenlS.
4
1999-11>6
APELPHlA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UrulUdited)
(Dollars in thousands)
Nine Months Ended December 31,
1997 1998
, Cash flows from operating activities: ~
,- Net loss $ ,(134.438) $ (115,130)
Adjusanents to reconcile net loss to net cash
provided by operating activities:
Depreclanon and amortization 104,570 140.823
Noncash mterest expense 29,981 23,663
Noncash diVIdends 5,988 21,536
Equity in loss of OJympus and other Jomt venrures 50,050 48,891
Equity in loss of Hyperion joint ventures 9,284 9,580
Gain on sale of investtnents (408)
Minority inlerest in losses of subsidiaries (25.772)
Extraordinary loss on early renrement of debt 11,325 4,337
Decrease m deferred income taxes, net of effect of acquisitions (84) (6,510)
Changes in operating assets and liabiIines, net of effect
of acquisitions:
Subscriber receivables (7,500) (19,874)
Prepaid expenses and other assets (3,764) (6,942)
Accounts payable 1,027 31,029
Subscriber advance payments and deposits 1,124 1,678
Accrued interest and oIber liabilities (5.117) 31,051
Net cash provided by operating activities 62,038 138,360
Cash flows used for investing activities:
Acquisitions (88,217) (403.851 )
Expendirures for propeny, plant and equipment (1 17,560) (255,797)
Investtnents in Hyperion nonconsolidated joint venrures (48,574) (69,018)
Investments in oIber joint venrures (13,616) (12,540)
Purchase of minority interest in Hyperion (15,580) )
Investments in U.S. governmenl securities. pledged (83,400)
Sale of U.S. government securities. pledged 15,312
Amounts invested in and advanced to
Olympus and related parties (82,211) (274,2 I 6)
Proceeds from sale of investment 9,613
Net cash used for investing activities 1423 965) 11.015.690)
Cash flows provided by financing activities:
Proceeds from debt 1,138,295 836,176
Repayments of debt (862,786) (269,778)
Costs associated wiIb debt flnancings (18,701) (7,125)
Issuance of redeemable exchangeable preferred stock 147,976
Issuance of convertible preferred stock 97,000
Issuance ofHyperion redeemable exchangeable preferred stock 194,733
Premium paid on early retiremenl of debl (12,153) (3,634)
Issuance ofHyperion Class A common stock 205,599
Issuance of Class A common stock 275,880
Costs associated wiIb issuances of common stock (22,196)
Preferred stock dividends paid (2,573) (15,843)
Net cash provided by financing activities 681.791 999.079
Increase in cash and cash equivalents 319,864 121,749
Cash and cash equivalents, beginning of period 61,539 276.895
Cash and cash equivalents, end of period $ 381,403 $ 398,644
)
See notes to condensed consolidated finanCIal statemenls.
5