Don't hold your breath for Adelphia, theyr'e toast...

Adelphia update: Bankrupcy looms. Insider report follows:

...

THIS IS ONE OF THOSE DAYS WHERE THE LATEST NEWS IS A LITTLE OLDER. BY NOW I'M PRETTY SURE ALL OF YOU SAW THAT THEIR STOCK CAN'T BE TRADED ANYMORE....THE WALL STREET JOURNAL SAYS - AND THIS IS A FAIRLY NEW ANGLE-- THAT NOW BECAUSE OF NASDAQ HALT ON TRADING, BONDHOLDERS CAN CALL IN 1.4 BILLION IN DEBT. LIKE THAT SCENE IN "IT'S A WONDERFUL LIFE," WHERE THEY WALK IN AND SCREAM GIVE ME MY MONEY NOW!!!!!!

TWO DAYFILE ITEMS: 1.) BOARD MEETING SATURDAY, EXPECT FIREWORKS BETWEEN ERKIE AND LEONARD TOW, THE NEW GUY. stories below confirm he's not happy. again, that's old news, though. although it now looks like tow wants to be chairman of the company. and he tried to get backing from board member Gelber. stage is set for a battle. NY Times did this overnight.

2.) A STORY BELOW SAYS THAT THEY HAVE TO FILE SOME SORT OF NEW FINANCIAL PLAN BY JUNE 15. ( if they don't file bankruptcy first)

AND ONE OTHER QUICK NOTE: MY PREDICTION ABOUT A THURSDAY BANKRUPTCY IS KAPUT.... BUT WITH THE WSJ SAYING DEBT CAN BE CALLED IN, AND WITH SALE TALKS TO CHARTER BREAKING DOWN, IT'S PROBABLY SOON.

Addendum: they BROKE down according to local news reports....(Buffalo, NY, home of the Rigas family)

...

**************** May 30, 2002 18:46 ET Nasdaq to Delist Adelphia Communications Corp.

NEW YORK, May 30 /PRNewswire/ -- The Nasdaq Stock Market, Inc. (Nasdaq)(R) today announced that it will delist the securities of Adelphia Communications Corporation <http://alliance.marketwatch.com/custom/alliance/interactivechart.asp?symb=ADLAE>(NASDAQ: ADLAE) based upon its failure to timely file its periodic reports with the Securities and Exchange Commission as required by Nasdaq rules and based upon public interest concerns.

The delisting will be effective upon the open of business on Monday, June 3, 2002, in order to provide for an orderly transition of index components in the Nasdaq 100 Index.

Source: The Nasdaq Stock Market, Inc.

CONTACT: Scott Peterson of The Nasdaq Stock Market, Inc., +1-301-978-4873

Web site: <http://www.nasdaqnews.com/>http://www.nasdaqnews.com/ http://www.nasdaq.com/ May 30, 2002 05:39 PM

Dow Jones Business News via Dow Jones

WASHINGTON -(Dow Jones)- Brand-new Adelphia Communications Corp. (ADLAE) board member Leonard Tow on Thursday asked that the company refrain from selling its cable assets and repeated his request that the company add Rudy Graf to the board.

Tow, the company's largest shareholder outside of the family of former Chief Executive John J. Rigas, said he opposes the company's plan to quickly sell the company's most valuable cable properties.

Tow, whose affiliates beneficially own 12.76% of the company's Class A shares, said the company intends to complete the sale by Friday evening.

Adelphia has been reported to be seeking a sale of cable properties to Charter Communications Inc. (CHTR).Adelphia spokesman Gary Holmes said the company had not yet seen the letter, which was filed with the Securities and Exchange Commission on Thursday.

My guess is that we're not going to be able to comment on the filing, Holmes said.

Tow, whose appointment to the company's board was announced Tuesday, made his requests in a letter dated Thursday to newly appointed Chairman and interim Chief Executive Erland E. Kailborne.

(This story was originally published by Dow Jones Newswires)

Copyright © 2002 Dow Jones & Company, Inc.

May 30, 2002 19:58 ET Adelphia Responds to Leonard Tow's SEC Filing

COUDERSPORT, Pa., May 30 /PRNewswire-FirstCall/ -- Adelphia Communications Corporation <http://alliance.marketwatch.com/custom/alliance/interactivechart.asp?symb=ADLAE>(NASDAQ: ADLAE) today issued the following letter to Dr. Leonard Tow:

May 30, 2002 Leonard Tow 160 Lantern Ridge Road New Canaan, CT 06840

Dear Dr. Tow:

I was, as I am sure you realize, surprised to receive your letter of earlier today. We have told you that we would brief you on the asset sale proposals in detail at the Board meeting Saturday. We have also explained the general goals and progress to you orally. Your letter is the first suggestion that you felt you needed more detail before Saturday.

Your letter is also the first indication that you object to the company's need to address its liquidity issues through asset sales -- proposed asset sales that I thought you fully agreed were essential to the company's survival. We have asked you for any concrete proposal you have as to how to restructure the company's debt. While I did not intend to press you for any specific plan you might have until Saturday, in light of your objection to the planned asset sales I would ask you to provide me in as much detail as you are now able, what specific, concrete alternative or alternatives you propose. You will, I know, understand that general ideas without concrete details as to how they will be implemented are of little use at this time.

Les Gelber has shared with me your proposal that you be elected Chairman of the company. I certainly hope that your letter is, and your participation as a member of the Board, will be directed towards what will benefit all of the company's shareholders and not in pursuit of a separate agenda.

Incidentally, you earlier asked and were specifically told that no transaction would be completed internally or otherwise before the Board meeting. I cannot understand what purpose you believe is served by including a knowingly false statement in a letter -- particularly a letter that I understand you released to the press contemporaneously with faxing it to me.

Sincerely, Erland E. Kailbourne

May 31, 2002 U.S. BUSINESS NEWS

Nasdaq Plans to Delist Adelphia, Triggering Clause in Bond Deal

By DEBORAH SOLOMON and ROBERT FRANK Staff Reporters of THE WALL STREET JOURNAL COMPANIES Dow Jones, <http://online.wsj.com/reuters_popup>Reuters <http://online.wsj.com/mds/companyresearch-quote.cgi?route=BOEH&template=company-research&ambiguous-purchase-template=company-research-symbol-ambiguity&profile-name=Portfolio1&profile-version=3.0&profile-type=Portfolio&profile-format-action=include&profile-read-action=skip-read&profile-write-action=skip-write&p-type=djn&p-sym=ADLAE&p-name=§ion=quote&profile-end=Portfolio&p-headline=wsjie&the-symbol=ADLAE>Adelphia Communications Corp. Cl A (ADLAE) PRICE CHANGE U.S. dollars1.16 0.00 4:00 p.m.

<http://online.wsj.com/mds/companyresearch-quote.cgi?route=BOEH&template=company-research&ambiguous-purchase-template=company-research-symbol-ambiguity&profile-name=Portfolio1&profile-version=3.0&profile-type=Portfolio&profile-format-action=include&profile-read-action=skip-read&profile-write-action=skip-write&p-type=djn&p-sym=CHTR&p-name=§ion=quote&profile-end=Portfolio&p-headline=wsjie&the-symbol=CHTR>Charter Communications Inc. Cl A (CHTR) PRICE CHANGE U.S. dollars7.16 -0.44 4:00 p.m.

* At Market Close

The Nasdaq Stock Market said it will delist shares of Adelphia Communications Corp. on Monday, striking a severe blow that analysts said will likely land the nation's sixth-largest cable company in bankruptcy proceedings.

The delisting of Adelphia, which has been trying to stave off such a move for more than a month, triggers a clause that lets bondholders demand $1.4 billion in cash. Such a demand would cripple cash-strapped Adelphia, which has been frantically trying to sell assets and raise $1 billion in private equity.

Meantime, talks have broken down between Adelphia and Charter Communications Inc., which was negotiating to buy one million cable subscribers for $3.3 billion to $3.5 billion. People familiar with the matter said Adelphia was asking for more than Charter was willing to pay. SPECIAL PAGE Go to the <http://online.wsj.com/page/0,,2_0801,00.html>Called to Account page1 for more coverage of issues worrying investors after Enron's collapse.

CONTINUING COVERAGE • <http://online.wsj.com/article/0,,SB1022701359257270560,00.html?mod=article-outset-box>Adelphia's Auditor, Deloitte, Draws Regulators' Attention2 05/30/02

• <http://online.wsj.com/article/0,,SB1022626305474179480,00.html?mod=article-outset-box>Adelphia Scrambles for Funding as a Major Cash Crisis Looms3 05/29/02

• <http://online.wsj.com/article/0,,SB1022539062110415680,00.html?mod=article-outset-box>In Small-Town Coudersport, Pa., Adelphia CEO Rigas Is Still Hero4 05/28/02

• <http://online.wsj.com/article/0,,SB1022536853751083080,00.html?mod=article-outset-box>Adelphia Paid Founding Family Millions for Its Private Ventures 05/28/02

Nasdaq said in a statement that Adelphia's delisting is "based upon its failure to timely file its periodic reports with the Securities and Exchange Commission as required by Nasdaq rules and based upon public interest concerns."

Adelphia is under criminal and regulatory investigations by the Justice Department and SEC for accounting practices, including self-dealing between the company and its founding Rigas family. Nasdaq officials had asked Adelphia two weeks ago for more information about the related-party transactions that are under investigation. Last week, the company detailed in an SEC filing how it doled out hundreds of millions of dollars to the Rigas family to pay for everything from stock purchases to Manhattan apartments. The Rigas family also borrowed about $3 billion from Adelphia, half of which it used to buy stock in the company. The Rigases have since resigned their management posts and relinquished four of their five seats on the nine-member board.

The company has also missed several deadlines for filing financial statements, including one Thursday. In addition to violating Nasdaq rules, not filing timely financial statements violated agreements with the company's creditor banks and enables them to force Adelphia into bankruptcy. However, the banks granted Adelphia a waiver Thursday and extended the deadline for filing until mid-June, according to people familiar with the matter.

While it is unclear whether bondholders will force Adelphia to pay out the $1.4 billion, analysts said it is increasingly likely given the concerns surrounding Adelphia. The Coudersport, Pa., company must make a missed $50 million interest payment by June 15 or risk default. An additional $30 million interest payment is also coming due next month.

Separately, an already-tense battle is escalating between Leonard Tow, a large Adelphia shareholder, and the company's board. Mr. Tow, who was appointed to the board May 28, asked to be named chairman of Adelphia and told the board he is concerned that a sale of cable assets could be "devastating" to the company's future.

In a letter to Erland Kailbourne, Adelphia's chairman and CEO, Mr. Tow said it is his understanding that discussions to sell assets are at an advanced stage and that Adelphia is trying to complete a deal by Friday night. He asked that any sale be delayed until he has time to review the company's financial situation.

Mr. Kailbourne fired back his own letter, saying he was "surprised" by Mr. Tow's comments and that Mr. Tow had suggested privately that asset sales are the right move. Mr. Kailbourne also said Mr. Tow was "specifically told that no transaction would be completed internally or otherwise before the board meeting" Saturday.

Talks continue with private equity firms, including Texas Pacific Group of San Francisco, to invest as much as $1 billion in the company, monies that would be secured by cable assets and repaid with a future sale, according to people familiar with the talks. Private equity firms are also looking at some of Adelphia's cable assets, including Providence Equity Partners, a Providence, R.I., firm which specializes in cable, telecommunications and media investments; Blackstone Group; Apollo Group; and Cypress Group of New York. Talks are fluid, these people say.

-- Kara Scannell contributed to this article.

Write to Deborah Solomon at <mailto:deborah.solomon@wsj.com>deborah.solomon@wsj.com6 and Robert Frank at <mailto:robert.frank@wsj.com>robert.frank@wsj.com7 URL for this article: <http://online.wsj.com/article/0,,SB1022791512319529800.djm,00.html>http://online.wsj.com/article/0,,SB1022791512319529800.djm,00.html

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Updated May 31, 2002

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BLOOMBERG: Adelphia Gets Temporary Reprieve on $7 Bln Bank Debt Repayment

Coudersport, Pennsylvania: Adelphia Communications Corp.'s bank lenders refrained from demanding the immediate repayment of as much as $7 billion of debt for at least a week, averting an almost certain bankruptcy filing by the sixth- biggest U.S. cable operator, people familiar with the matter said.

Bank of America Corp., Citigroup Inc. and more than 20 other financial institutions are entitled under the terms of their lending agreement to receive the full amount of their loans after Adelphia failed to produce audited financial statements for 2001.

``Taking an extra week to review this very complex situation gives banks a chance to further investigate what has happened,'' said Jonathan Glaser, head of JMG Capital Partners, which holds Adelphia convertible debt among its $1 billion in assets.

The lenders are giving Adelphia more time to resolve a cash crunch and avoid bankruptcy so the company can try to sell assets or raise outside capital, the people said. They also want their bankruptcy adviser, Policano & Manzo, to verify the Coudersport, Pennsylvania-based company's earnings, cash flow and other financial information, the people said. Adelphia is seeking an asset-sale agreement to help convince bank lenders it will have the cash to meet future obligations.

MEANWHILE THE AP WIRE IN PENNSYLVANIA DID A LIFE IN COUDERSPORT STORY... I DON'T HAVE ACCESS, BUT THE FIRST PARAGRAPH IS

COUDERSPORT _ Sitting in her downtown diner after serving lunch to several Adelphia employees, Kaye Gerhart looks more than a little worried. Financial trouble at the struggling cable provider already has cut into her business. If the worst scenario happened and Adelphia failed, I don't think this diner is strong enough yet to survive. I'm afraid we'd be out of business. BC-PA--Adelphia-Anxiety. May 30, 2002 11:11 AM Dow Jones Business News via Dow Jones

WASHINGTON -(Dow Jones)- Adelphia Business Solutions Inc. (ABIZQ) has withdrawn its request for final bankruptcy court approval of a $135 million debtor-in-possession loan from its former parent Adelphia Communications Corp. (ADLAE) and an entity controlled by that company's chairman and chief executive, according to a court filing Thursday. In a separate filing Dow Jones Newswires also obtained, Adelphia Business said it will discontinue certain local and long distance telephone services in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

The company has sought bankruptcy court approval to sell some of its accounts in these states to BellSouth Telecommunications Inc. for about $750,000. (This story was originally published by Dow Jones Newswires)

*******************

ALSO FROM THE AP-- IN A STORY ABOUT TOW'S PROTEST OF THE SALE:

Kevin Kuzio, a bond analyst with KDP Investment Advisors, said banks probably would be reluctant to immediately call in the loans, but noted Adelphia also soon faces the expiration of a 30-day grace period on $44.7 million worth of debt payments it acknowledged missing in mid-May.

We're getting close to the need for something to happen, Kuzio said.

By June 15, they need to have a financial plan together, some backing from the banks or private equity to give them the liquidity they need to make these debt payments.

...

It's like a plate of worms. There's all this stuff moving around. They have a lot to deal with, Kuzio said.

*************NY TIMES*****************

May 31, 2002

Animosities Flare in the Struggle Over Adelphia

By GERALDINE FABRIKANT and ANDREW ROSS SORKIN

behind-the-scenes battle that has been raging for several days between Leonard Tow, the largest shareholder of <http://www.nytimes.com/redirect/marketwatch/redirect.ctx?MW=http://custom.marketwatch.com/custom/nyt-com/html-companyprofile.asp&symb=ADLAE>Adelphia Communications outside the Rigas family, and the company's board culminated in an angry exchange of letters yesterday between Mr. Tow and Adelphia's interim chief executive.

Mr. Tow, who has the support of a group of large institutional shareholders, met with Leslie Gelber, a board member, on Wednesday and asked to be named chairman. Mr. Tow, who owns about 10 percent of Adelphia's stock, has already secured two board seats.

The board refused that request, and Mr. Tow sent a letter yesterday to Erland E. Kailbourne, Adelphia's interim chief executive, protesting the company's plan to sell "valuable" cable assets as soon as today, contending that it was being done in an "atmosphere of desperation."

Adelphia is negotiating to sell cable systems with about 450,000 subscribers in Los Angeles and 550,000 subscribers in areas including Georgia, South Carolina and North Carolina to the entrepreneur Paul G. Allen, people close to the talks say.

Mr. Kailbourne sent a letter to Mr. Tow saying, "I cannot understand what purpose you believe is served by including a knowingly false statement in a letter — particularly a letter that I understand you released to the press contemporaneously with faxing it to me."

Mr. Kailbourne also admonished Mr. Tow, telling him that his efforts should be "directed toward what will benefit all of the company's shareholders and not in pursuit of a separate agenda."

The vitriolic exchange came as Nasdaq said it would delist Adelphia's stock because the company has not yet filed its 2001 financial report with the Securities and Exchange Commission. Adelphia, which has been in turmoil since March when it disclosed $2.3 billion in loans to the Rigas family that were guaranteed by the company, has said it needs time to restate several years of its financial reports to reflect the loans. The delisting, to take place on Monday, could put the company in default of some loan provisions, possibly requiring Adelphia to buy back $1.4 billion in convertible bonds in cash within 40 days.

New disclosures have put the loans to the Rigas family at $3.1 billion and have revealed other questionable dealings between the company and the family. As a result, all five members of the family have resigned from the board and from management positions.

But with the disclosure of the dealings, the company's accountant, Deloitte & Touche, and the outside directors have also been criticized by analysts and corporate governance experts for failing either to detect the dealings or to report them to the company's audit committee. Some investors are calling for new management.

"It is critical that the company install an experienced cable executive," said Gordon Crawford, a senior vice president at Capital Research and Management, which owns nine million Adelphia shares.

But despite the shareholders' dissatisfaction with the current board, the directors have no intention of giving control of Adelphia to a minority shareholder who is not offering to pay a premium to take the company over, people briefed on the situation said yesterday.

These people said Mr. Tow's corporate history made it particularly unlikely the board would hand over control. Mr. Tow took over the Citizens Utilities Company without paying a penny, critics say, by having himself elected to the board and then pushing members off and replacing them with longtime associates. Once in control of the board, which included his wife — who is still a director — Mr. Tow received millions of dollars more in compensation than that of other utility executives at the time. And he made deals that shifted costs to Citizens, a cash-rich company in which he had a negligible stake, and shifted fees to Century Communications, a cash-poor company in which he owned a big stake. At the time, the California Public Employees Retirement System sent the company's directors a letter comparing them to "pigs at the trough" for having allowed Mr. Tow such free rein. Citizens Utilities was renamed Citizens Communications in 2000.

People close to Adelphia's board also said that Mr. Tow, in the letter he released yesterday, misrepresented the sale of cable assets by saying it could be completed by today. They said that the statement was simply inaccurate and that the deal could not possibly happen that quickly.

It is not entirely clear what Mr. Tow's strategy is for Adelphia, aside from his interest in taking control. In his letter, he argued for the company to recover its footing before selling assets, although he does not rule out such sales later on.

As a shareholder, Mr. Tow is in a desperate position. Equity investors are the last to recover any money in a bankruptcy. And if Adelphia skirts bankruptcy, any sale of a crucial asset weakens the company, and thus its appeal to equity investors, because it removes valuable assets and cash flow. A fire sale of assets is the least desirable solution, Mr. Tow apparently believes.

He may think that he is best able to negotiate with the banks to persuade them to resume lending, a move that could provide time for a more carefully planned sale of some assets, a person close to the talks said.

He may think that in an organized bankruptcy, a planned sale of assets would bring better prices and even leave something over for equity holders, one bondholder said yesterday.

Whatever his agenda, and that was not entirely clear yesterday, if the company does strike a deal with Mr. Allen to sell cable assets, it is not clear that Mr. Tow could stop such a sale. Stopping a sale would require a majority vote on the seven-member board, people briefed on the situation noted, and Mr. Tow has only two seats.

In terms of shareholder votes, the Rigases controlled 60 percent of the votes through supervoting shares. In the wake of the current debacle, the Rigases have agreed that those shares would be voted by a special committee of outside directors.

My notes: The Rigas family is headed to prison, unless they have sufficient resources to buy their way out of this debacle, which seems VERY unlikely.