-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQAN96TqxaN6eVZkLQItr1PUUx3u/kwfZ8lAj8AlRvop2Y6dKHZAOaJu4sPZVM+k h/oFKNJmvixQnUK1lhBB0Q== 0001017648-02-000002.txt : 20020413 0001017648-02-000002.hdr.sgml : 20020413 ACCESSION NUMBER: 0001017648-02-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011226 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADELPHIA BUSINESS SOLUTIONS INC CENTRAL INDEX KEY: 0001017648 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251669404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21605 FILM NUMBER: 2501489 BUSINESS ADDRESS: STREET 1: ONE NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: ONE NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915-1141 FORMER COMPANY: FORMER CONFORMED NAME: HYPERION TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19960626 8-K 1 k8body.txt 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) December 26, 2001 ADELPHIA BUSNIESS SOLUTIONS, INC. (Exact name of registrant as specified in charter) Delaware 000-21605 25-1669404 (State or other (Commission File Number) (IRS Employer jurisdiction of incorporation) Identification No.) One North Main Street - Coudersport, PA 16915-1141 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (814) 274-9830 Item 5. Other Events and Regulation FD Disclosure In a press release dated December 26, 2001, Adelphia Business Solutions' parent company, Adelphia Communications Corporation (Nasdaq: ADLAC)("Adelphia") announced that it declared a stock dividend of all of the shares of common stock of the Company that Adelphia owned to effectuate Adelphia's previously announced intent to spin-off the common stock of the Company. According to the press release, the record date for the dividend will be January 8, 2002 and the payment date will be January 11, 2002. A copy of Adelphia's press release dated December 26, 2001 is attached to this Form 8-K, incorporated herein by reference and filed herewith under Item 7 as Exhibit 99.01. Item 7. Financial Statements and Exhibits Exhibit No. Description 99.01 Adelphia Communications Corporation Press Release dated December 26, 2001 (Filed Herewith). SIGNATURE Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 3, 2002 ADELPHIA BUSINESS SOLUTIONS, INC. (Registrant) By: /s/Timothy J. Rigas Timothy J. Rigas Vice Chairman, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.01 Adelphia Communications Corporation Press Release dated December 26, 2001 (Filed Herewith). EX-99 3 exhibit99.txt Exhibit 99.01 PRESS RELEASE CONTACTS: Karen Chrosniak, Director of Investor Relations Dean Marshall, Director of Finance, Jim Brown, Vice President, Finance (877) 496-6704 Adelphia Announces Record and Distribution Dates for Distribution of Common Stock of Adelphia Business Solutions COUDERSPORT, Pa., Dec. 26/ -- Adelphia Communications Corporation (Nasdaq: ADLAC) ("Adelphia ") announced today that it has declared a stock dividend of all of the shares of common stock of Adelphia Business Solutions, Inc. (Nasdaq: ABIZ)("ABIZ") owned by Adelphia to effectuate its previously announced intent to spin-off the common stock of ABIZ owned by it. The dividend will be distributed on January 11, 2002, to holders of Adelphia Class A and Class B common stock of record as of 5:00 p.m. Eastern time on January 8, 2002. Holders of Adelphia Class A common stock will receive Class A common stock of ABIZ in the distribution. Holders of Adelphia Class B common stock will receive Class B common stock of ABIZ in the distribution. The distribution ratio will be the same for the Adelphia Class A common stock and the Adelphia Class B common stock and in each case will be approximately one-half share of a share of ABIZ common stock per share of Adelphia common stock. Adelphia will convert a sufficient number of its shares of ABIZ Class B common stock into ABIZ Class A common stock in order to have a sufficient number of shares of ABIZ Class A common stock to distribute to the Adelphia Class A common stockholders. The exact distribution ratio will be determined on the record date by the ratio of the number of shares of ABIZ common stock owned by Adelphia to the actual number of shares of Adelphia common stock outstanding on the record date. As of December 21, 2001, Adelphia had approximately 212 million shares of common stock outstanding and owned approximately 105 million shares of ABIZ common stock. All of Adelphia's Class B common stock is owned by members of the family of John J. Rigas. After the record date, an information statement will be mailed to Adelphia common stockholders of record as of 5:00 p.m. Eastern time on the record date. The information statement will include the exact distribution ratio of shares of ABIZ common stock to be distributed for each share of Adelphia common stock, the treatment of fractional shares and the expected tax treatment (anticipated to be tax-free for U.S. income tax purposes). It is expected that as a result of the dividend, members of the John J. Rigas family will hold a majority of the total voting power of ABIZ common stock. Adelphia Communications Corporation, with headquarters in Coudersport, Pennsylvania, is the sixth largest cable television company in the country. The statements in this press release that are not historical facts are forward-looking statements that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors which are discussed in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, uncertainties relating to general business and economic conditions, acquisitions and divestitures, risks associated with the Company's growth and financings, the availability and cost of capital, government and regulatory policies, the pricing and availability of equipment, materials, inventories and programming, product acceptance, the Company's ability to execute on its business plans and to construct, expand and upgrade its cable systems, fiber optic networks and related facilities, risks associated with reliance on the performance and financial condition of vendors and customers, technological developments and changes in the competitive environment in which the Company operates. Additional information regarding factors that may affect the business and financial results of Adelphia can be found in the Company's Form 10-K for the year ended December 31, 2000, as amended by its Form 10-K/A, and its most recently filed Form 10-Q, as well as in the prospectus and most recent prospectus supplement filed under Registration Statement No. 333-64224, under the section entitled "Risk Factors" contained therein. The Company does not undertake to update any forward-looking statements in this press release or with respect to matters described herein. -----END PRIVACY-ENHANCED MESSAGE-----