Bulk of Managed Cable Entities Go To Adelphia - Clears Uncertainty - Requires
Court Approval
GREENWOOD VILLAGE, Colo., April 25 /PRNewswire-FirstCall/ -- Marking
another major milestone toward the resolution of its Chapter 11 Bankruptcy
case, Adelphia Communications Corporation (OTC: ADELQ) has agreed to settle
pending and potential claims by the Securities and Exchange Commission and the
United States Attorney's Office for the Southern District of New York related
to the conduct of Adelphia's prior management. Under the settlement, Adelphia
will pay $715 million in value to the United States, which will administer the
fund for the benefit of investors harmed by previous management. The payment
to the government will consist of stock, future proceeds of litigation, and,
assuming consummation of the Company's pending sale to Time Warner and
Comcast, cash.
The U.S. Bankruptcy Court and the U.S. District Court for the Southern
District of New York must approve various elements of the settlement, which
also resolves the fate of more than a dozen so-called "managed cable
entities," -- cable systems totaling approximately 227,000 subscribers that
are owned by the Rigas family but managed by Adelphia.
"This tentative settlement is the product of lengthy negotiation and
compromise and it is the price we must pay to protect against the much larger
potential harm of leaving the government claims and fate of the managed cable
entities unresolved," said Bill Schleyer, chairman and CEO of Adelphia.
"Preserving value for our constituents was utmost in our minds during these
negotiations and we believe this is the best possible outcome given the
circumstances."
Under the settlement, if all required court approvals are obtained, the
government will obtain through forfeiture and then transfer to Adelphia all
the managed cable entities other than two small companies located in
Coudersport/Port Allegheny and Emporium, Pennsylvania. The managed entities
to be obtained by Adelphia represent the overwhelming majority of the managed
cable entities' subscribers and value, which will be available for inclusion
in the sale.
The composition of Adelphia's payment for the benefit of injured investors
will depend on the results of its pending sale to Time Warner and Comcast.
Under the current anticipated sale, the components will be $600 million in
cash and stock (with at least $200 million in cash) and a $115 million
interest in future proceeds of litigation against third parties who injured
Adelphia. If a sale is not completed and Adelphia emerges as an independent
entity, the $600 million component will consist entirely of Adelphia stock.
Absent this settlement, Adelphia faced the prospect of selling the company
or reorganizing minus the significant value of the managed cable entities.
Instead, this settlement offers multiple benefits. Adelphia obtains the
overwhelming majority of the managed entities and substantial value is made
available to reimburse victims of the fraud perpetrated by Adelphia's prior
management. Adelphia has also agreed to customary terms involving future
cooperation with the United States Attorney and the Securities and Exchange
Commission, and to a consent decree requiring future compliance with
securities laws.
A Bankruptcy Court approval hearing on the proposed settlement will be
held before Judge Robert E. Gerber in the U.S. Bankruptcy Court for the
Southern District of New York. If approval is not granted by the Bankruptcy
Court by May 30, 2005 or such other date as may be set for the sentencing of
John J. Rigas and Timothy J. Rigas, neither the government nor Adelphia will
be bound by the principal economic terms of the settlement. John and Tim
Rigas currently are scheduled to be sentenced on June 1, 2005, at which time
the district court is expected to consider approval of the Rigases' agreement
to forfeit properties if the Bankruptcy Court approval process has been
completed. The settlement with the SEC must also be approved by the federal
district court presiding over that case.
About Adelphia
Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest
cable television company in the country. It serves customers in 31 states and
Puerto Rico, and offers analog and digital video services, high-speed Internet
access and other advanced services over Adelphia's broadband networks.
Cautionary Statement Regarding Forward-Looking Information
This document includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding the
Company's and its subsidiaries' and affiliates' expected future financial
position, results of operations, cash flows, sale of the Company or its
assets, restructuring and financing plans, expected emergence from bankruptcy,
business strategy, budgets, projected costs, capital expenditures, network
upgrades, products and services, competitive positions, growth opportunities,
plans and objectives of management for future operations, as well as
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 materially from the Company's expectations. The Company
does not undertake a duty to update such forward-looking statements. Factors
that may cause actual results to differ materially from those in the forward-
looking statements include whether the proposed settlements with the SEC and
the government and any other agreements needed to effectuate those agreements
will be approved by the Bankruptcy Court and the District Court and
consummated, whether the proposed sale of the Company's assets to Time Warner
and Comcast is approved and consummated, the Company's pending bankruptcy
proceeding, results of litigation against the Company and government
investigations of the Company, results and impacts of the proposed sale of the
Company's assets, the effects of government regulation including the actions
of local cable franchising authorities, the availability of financing, actions
of the Company's competitors, pricing and availability of programming,
equipment, supplies and other inputs, the Company's ability to upgrade its
network, technological developments, changes in general economic conditions,
and those discussed under the heading "Risk Factors" in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003. Many of
these factors are outside of the Company's control.
SOURCE Adelphia Communications Corporation
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CONTACT: Media, Paul Jacobson, +1-303-268-6426, or Erica Stull, +1-303-268-6502, or Investor Relations, Jeff Lawton, +1-303-268-6419, all of Adelphia Communications Corporation
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