Los Angeles, CA - TWC - Page 41

Press Release Source: Adelphia Communications Corporation

Monday January 9, 8:13 pm ET

GREENWOOD VILLAGE, Colo., Jan. 9 /PRNewswire-FirstCall/ -- Adelphia Communications Corporation (OTC: ADELQ - News) today filed the "Plan Supplement" to the company's fourth amended plan of reorganization with the U.S. Bankruptcy Court for the Southern District of New York.

This filing is called for in Section 15.07 of Adelphia's fourth amended plan of reorganization and contains forms (which remain subject to change) of various "Plan Documents" related to the plan.

On April 21, 2005, Adelphia announced that it had reached definitive agreements for Time Warner Inc. (NYSE: TWX - News) and Comcast Corporation (Nasdaq: CMCSA - News, CMCSK - News) to acquire substantially all the U.S. assets of Adelphia for approximately $12.7 billion in cash and shares expected to represent, subject to certain assumptions, 16 percent of the common stock of Time Warner's cable subsidiary, Time Warner Cable Inc.

Copies of the "Plan Supplement," the fourth amended plan of reorganization and the related amended disclosure statement are available in the investor relations and press room sections of the Adelphia corporate web site www.adelphia.com.

About Adelphia

Adelphia Communications Corporation is the fifth-largest cable television company in the country. It serves customers in 31 states 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 Statements

This report 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, settlements with the Securities and Exchange Commission (the "SEC") and the United States Attorney's Office for the Southern District of New York (the "U.S. Attorney"), sale of Century/ML Cable Venture, 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 sale of the Company's assets to Time Warner NY Cable LLC and Comcast Corporation is approved and consummated, whether the transactions contemplated by the proposed settlements with the SEC and the U.S. Attorney and any other agreements needed to effect those transactions are consummated, the Company's pending bankruptcy proceeding, results of litigation against 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 broadband 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, 2004. Many of these factors are outside of the Company's control.

Source: Adelphia Communications Corporation

LOS ANGELES--(BUSINESS WIRE)--Jan. 9, 2006--Mixed Signals, Inc., providers of digital content monitoring systems, announced the deployment of their Sentry(TM) Digital Content Monitor in the Adelphia Cable System in Ontario, Calif. The monitoring solution will provide digital advertisement tracking and auditing in the Los Angeles area for Adelphia's digital network.

"Sentry is the best solution that can provide us with the ability to report and alert on all of the content in the multi-program transports across our headends and ad zones," said Tony Jensen, Technical Operations Manager at Adelphia Media Services. "The engineering, IT and media services groups will have one system we can use to keep track of our entire digital broadcast network, even as we add services in the future."

Mixed Signals' Sentry Digital Content Monitor is the most comprehensive digital enterprise monitoring solution for cable operators, satellite providers and telecommunications companies. In addition to real-time monitoring, Sentry provides historical reporting and alerting options based on network-specific business rules, enabling operators to gain insight and solve problems in their digital networks.

Sentry also provides complete ad insertion auditing for Digital Program Insertion (DPI) systems. Delivering historical and real-time transmission reports, Mixed Signals' Sentry offers cable operators and DPI vendors the ability to accurately verify the insertion of digital ads.

The latest feature of Sentry includes an MPEG/IP interface which supports monitoring of MPEG streams across MPEG/IP unicast or multicast groups. This enables cable and satellite operators to verify transport of fiber loops, digital services and ad insertion systems within headend environments and satellite uplinks. These comprehensive enterprise monitoring capabilities allow operators to identify problems within their network before they become outages or customer impacting events.

About Mixed Signals

Mixed Signals is the leading provider of digital content monitoring including digital services, transport stream and ad insertion. Mixed Signals' innovative Sentry product provides unparalleled visibility into video streams and digital services delivery in real time. Comprehensive intelligence about overall network transport stream behavior combines with an integrated analysis of signal and stream data patterns to deliver actionable alerts when anomalies are detected. More than any other product on the market today, Mixed Signals Sentry enables network operators, wireless carriers, and telecommunications companies to future-proof and maximize the return on their investment in digital networks. For more information, visit www.mixedsignals.com or call 310-574-4690.

About Adelphia

Adelphia Communications Corporation is the fifth-largest cable television company in the country. It serves communities in 31 states, and offers analog and digital video services, high-speed Internet access and other advanced services over Adelphia's advanced broadband network.

Boston.com
The Boston Globe
GLOBE EDITORIAL

January 8, 2006

'THESE CABLE bills are outrageous," our friend said, ''and the stuff that is on some of them! I've got two teenage girls, and I wouldn't want them to watch a lot of it."

Comcast, the nation's largest cable television company, just unveiled a new 16-channel Family Tier that might satisfy our friend's needs. So we showed him the channel lineup.

''The Weather Channel is good, and so is CNN Headline news, and I like it that they've cut out MTV. But a lot of it is geared for little kids. Who needs Toon Disney? And I like to watch the Red Sox, but that's NESN, and how about the other news channels? Can't I get them added on?"

We called Shawn Feddeman, Comcast regional spokeswoman, to find out. She confirmed that the package offered was take it or leave it, like all the other cable packages.

Comcast and the other cable companies argue that allowing subscribers to pick and choose would be too expensive and force little-watched channels off the air. Maybe they are right, but without trying the a la carte option, no one will ever know for sure.

Congress deregulated the industry in 1996. The only hope for relief comes from the Federal Communications Commission, which cannot determine what the industry must carry, but does exercise leverage when cable companies decide to buy each other out. Comcast wants to acquire part of Adelphia Communications, and the FCC chairman, Kevin Martin, has hinted he might delay approval until the company gives customers the option of avoiding inappropriate programming.

''Looks like Comcast has put out something just to keep him off their backs," our friend said. ''That Family Tier is designed to fail."

Feddeman noted that even with the present package, our friend can use the remote control to program the cable box so it could block undesirable channels. ''I can barely get the remote to turn the box and the TV on at the same time," he replied in a huff.

Cable television is the kind of semimonopoly that cries out for government regulation -- maybe not the price controls that were lifted in 1996, but some consumer protection.

It's probably too much to expect the FCC to insist on a la carte immediately. But the commission should make it a condition of the Adelphia deal that Comcast -- and Time Warner, which is also buying part of the company -- report back in a few months with the numbers of subscribers who sign up for the Family Tier. If it is not popular, the next step is to insist on an a la carte experiment.

As for our friend, he should put down the remote and write his senators and US representatives, urging them to mandate that option. In a competitive marketplace, consumers should be able to order what they want to watch, and only that.

Posted on Mon, Jan. 02, 2006

Adelphia struggles to transfer franchises in cable merger mess

By Joyzelle Davis
Scripps Howard News Service
http://www.fortwayne.com/mld/journal...printstory.jsp

Some days, the screaming doll says it all.

Maria Arias, in charge of seeing that Adelphia Communications' cable-TV franchises get transferred to proposed new owners Comcast and Time Warner, has a palm-sized, fright-wigged doll in her neatly organized office.

The doll, a gift from her staff, emits a curdling shriek when throttled.

It is the most complicated transfer ever, and I think Time Warner and Comcast would say the same, said Arias, 44, Adelphia's vice president of law and government affairs.

Based in Greenwood Village, Colo., Adelphia - the nation's fifth-largest cable operator - filed for bankruptcy in 2002 after revelations of an accounting fraud orchestrated by company founder John Rigas and his son, Timothy.

The transfer of Adelphia's franchises is just one part of the complicated choreography of its planned $17.6 billion sale to Time Warner and Comcast, which also requires approval from the Federal Trade Commission, Federal Communications Commission and the bankruptcy court.

If everything falls into place, Adelphia's sale is expected to close before July.

Further complicating things, Comcast and Time Warner in several markets are swapping their own franchises - on top of the Adelphia purchase - in an attempt to consolidate their operations.

In Southern California, for example, Time Warner subscribers will go from 200,000 to 3 million after it takes over franchises held by both Adelphia and Comcast.

What they are really trying to do is cram 10 elephants into a 5-pound bag, said Carl Pilnick, president of Telecommunications Management Corp., which has consulted several local governments including the county of Los Angeles on the Adelphia franchise transfer.

Most cities and counties require a cable company to sign a franchise agreement before it can use public rights of way such as streets and alleys to lay its network of cables.

In exchange, the cable carrier pays a franchise fee and agrees to provide community services such as public-access TV channels.

More than 30 percent of Adelphia's 2,731 cable franchises have clauses in their agreements that give the municipalities the right to approve any change in control. It's Arias' job to get local officials to agree to a change.

Under FCC rules, a municipality can reject a new owner if the city determines the owner lacks the financial, legal or technical ability to operate the cable system - something that wouldn't seem to be a concern in the case of Time Warner and Comcast, two of the nation's largest cable operators.

But some cities are frustrated that Time Warner and Comcast haven't provided adequate information about what their local cable operations will look like after the merger is complete, Pilnick said.

From the point of view of the cities, this is a very complicated transaction, he said. Even though the cities know that their authority is very limited, they're not happy about the information they're not being provided.

Adelphia declines to say what percentage of communities has agreed to transfer franchises.

If the number that refuse transfer becomes material - a threshold that Arias says isn't defined in the merger agreement - it could thwart the buyout.

Industry observers say most cities are agreeing to the transfers.

I think the vast, vast majority are, said John Howell, who runs Telecommunications Consulting Associates, which has consulted areas including Cherokee County, Ga., and Laurinberg, N.C., on the transfer.

If a city denies, they have to have grounds to deny and, at that point, a very good attorney.
Rocky road

Timeline of Adelphia events heading into and through bankruptcy:

May 15, 2002: John Rigas resigns as chairman and CEO.

May 16, 2002: Timothy Rigas resigns as executive vice president, chief financial officer, chief accounting officer and treasurer.

June 25, 2002: Adelphia and certain of its affiliates and subsidiaries file for Chapter 11 bankruptcy protection.

March 7, 2003: Employment of William Schleyer as CEO and Ron Cooper as chief operating officer approved.

March 31, 2003: Bankruptcy court approves relocation of Adelphia corporate headquarters from Coudersport, Pa., to Greenwood Village, Colo.

April 22, 2004: Adelphia announces it will explore possible sale of the company as part of the Chapter 11 process.

Feb. 4, 2005: Adelphia files amended Plan of Reorganization and amended disclosure statement.

April 21, 2005: Adelphia reaches definitive agreements for Time Warner Inc. and Comcast Corp. to acquire substantially all of the U.S. assets of Adelphia.

April 25, 2005: Adelphia agrees to settle pending and potential claims by SEC and U.S. attorney's office related to conduct of the company's prior management.

Nov. 8, 2005: Adelphia files fourth amended plan of reorganization.

Source: Adelphia Communications

By Ted Hearn 12/28/2005 5:25:00 PM
http://www.multichannel.com/article/...=Breaking+News
(subscription required)

EchoStar is seeking from the FCC a host of programming restrictions on Comcast and Time Warner Cable in connection with their takeover of Adelphia.

http://www.venturacountystar.com/vcs...382546,00.html

Agreement with Ventura would shift service to Time Warner

By Kevin Clerici, kclerici@VenturaCountyStar.com
January 12, 2006

Ventura officials are severing ties with troubled cable television provider Adelphia Communications Inc. and plan to transfer the city's franchise agreement to Time Warner Inc.

A settlement agreement between the city and Adelphia should be formalized by the end of April, with the transfer being completed by the end of the year.


Adelphia serves about 12,500 cable and high-speed Internet subscribers in east Ventura. The cable giant, which has an estimated 5.4 million subscribers nationwide, is in bankruptcy, but a sale of the company is pending to Time Warner and Comcast Cable.

"We anticipate a smooth and seamless transition," attorney Ken Bernetti told the Ventura City Council on Monday night before its unanimous vote to reach a settlement with Adelphia and initiate the transfer. The city hired Bernetti to deal with the cable issue.

The transfer agreement will ensure that all costs incurred in Time Warner's takeover will not be passed on to ratepayers, city officials said.

Time Warner has indicated to the city that it plans to aggressively roll out new services. Channels for government and public access programming would remain.

The city, however, has virtually no authority under federal rules to limit rate increases. Adelphia's most basic cable package costs about $30 a month and quickly goes up for expanded services.

"We are at the mercy of the cable companies to some degree," Councilman Brian Brennan said.

Ventura's cable provider must give subscribers 30 days' notice and the city 60 days before any rate increase.

This will be the second time in two years that Ventura officials have transferred a cable franchise. Wave Broadband acquired Avenue Cable TV Services Inc. in 2004. Wave serves about 9,000 cable and high-speed Internet subscribers in western Ventura and the Solimar and Rincon beach communities.

Since taking over, Kirkland, Wash.-based Wave has spent about $2 million to complete a system-rebuilding project. The company added high-definition television, digital video recording -- enabling viewers to record shows without purchasing equipment -- and expanded basic cable and digital programming offerings to nearly 300 channels.

The franchises are lucrative for the city. The current Adelphia and Wave Broadband deals generate about $1.7 million a year in franchise and other fees.

Under the proposed settlement with Adelphia, the city will receive $187,638 in cash and not have to pay $62,000 for a new cable network linking public facilities. Adelphia also agreed to pay up to $50,000 to cover the city's attorney fees and transfer costs, records show.

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