-----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, US4gF9IgDuwBYEmnTumd0JZl4ibdS1uaeO1S0ZYO4MFPTqUNHFT9H7MRMDzj4iCb 7RV4sDG5c1ROJ8qpFIuU4g== 0000753308-99-000004.txt : 19990209 0000753308-99-000004.hdr.sgml : 19990209 ACCESSION NUMBER: 0000753308-99-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990208 GROUP MEMBERS: FPL GROUP CAPITAL INC GROUP MEMBERS: FPL GROUP INC GROUP MEMBERS: FPL GROUP, INC. GROUP MEMBERS: MAYBERRY INVESTMENTS, INC. GROUP MEMBERS: TELESAT CABLEVISION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADELPHIA COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000796486 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232417713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37634 FILM NUMBER: 99523574 BUSINESS ADDRESS: STREET 1: MAIN AT WATER STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: MAIN AT WATER STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FPL GROUP INC CENTRAL INDEX KEY: 0000753308 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 592449419 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616944000 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 SC 13D/A 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Adelphia Communications Corporation - ------------------------------------------------------------------------ (Name of Issuer) Class A Common Stock, par value $.01 per share - ------------------------------------------------------------------------ (Title of Class of Securities) 006848105 - ------------------------------------------------------------------------ (CUSIP Number) Dennis P. Coyle, Esq. General Counsel and Secretary FPL Group, Inc. 700 Universe Boulevard Juno Beach, Florida 33408 (561)694-4644 - ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 1999 - ------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / / *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 006848105 Page 2 of 7 Pages - --------------------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. Identification No. of above person Telesat Cablevision, Inc. I.R.S. Identification #: Not Required - --------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) x (b) - --------------------------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------------------------- 4. Source of Funds* N/A - --------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --- - --------------------------------------------------------------------------- 6. Citizenship or Place of Organization Florida - --------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By -0- Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power -0- - --------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- - --------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* --- - --------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - --------------------------------------------------------------------------- 14. Type of Reporting Person* CO - --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 006848105 Page 3 of 7 Pages - --------------------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. Identification No. of above person FPL Group Capital Inc I.R.S. Identification #: Not Required - --------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) x (b) - --------------------------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------------------------- 4. Source of Funds* N/A - --------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --- - --------------------------------------------------------------------------- 6. Citizenship or Place of Organization Florida - --------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By -0- Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power -0- - --------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- - --------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* --- - --------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - --------------------------------------------------------------------------- 14. Type of Reporting Person* CO - --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 006848105 Page 4 of 7 Pages - --------------------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. Identification No. of above person FPL Group, Inc. I.R.S. Identification #: Not Required - ---------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) x (b) - ---------------------------------------------------------------------------- 3. SEC Use Only - ---------------------------------------------------------------------------- 4. Source of Funds* N/A - ---------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --- - ---------------------------------------------------------------------------- 6. Citizenship or Place of Organization Florida - ---------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By -0- Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power -0- - --------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- - --------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* --- - --------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - --------------------------------------------------------------------------- 14. Type of Reporting Person* CO - --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 006848105 Page 5 of 7 Pages - --------------------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. Identification No. of above person Mayberry Investments, Inc. I.R.S. Identification #: Not Required - --------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) x (b) - --------------------------------------------------------------------------- 3. SEC Use Only - ---------------------------------------------------------------------------- 4. Source of Funds* N/A - ---------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --- - ---------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By -0- Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power -0- - --------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- - --------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* - --------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - --------------------------------------------------------------------------- 14. Type of Reporting Person* CO - --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This document dated February 4, 1999, is filed pursuant to Section 13D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Telesat Cablevision, Inc. ("Telesat"), FPL Group Capital Inc ("Group Capital"), FPL Group, Inc. ("FPL Group") and Mayberry Investments, Inc., a Delaware corporation and wholly-owned subsidiary of Telesat ("Mayberry") as Amendment No. 3 ("Amendment No. 3") to their Statement on Schedule 13D dated March 10, 1995 (the "Statement"), as amended by Amendment No. 1 dated November 3, 1995 ("Amendment No. 1"), and by Amendment No. 2 dated August 5, 1997, and relates to the Class A Common Stock, par value $.01 per share, (the "Common Stock") of Adelphia Communications Corporation (the "Company"). Telesat, Group Capital, FPL Group and Mayberry are hereinafter collectively referred to as the "Reporting Persons." Amendment No. 3 is being jointly filed by the Reporting Persons pursuant to the joint filing agreement filed as Exhibit 12 to Amendment No. 2. Item 2 of the Statement is hereby amended and supplemented as follows: Item 2. Identity and Background. The information set forth in Schedule 1 to the Statement, in Schedule 2 to Amendment No. 1, and Schedule 3 to Amendment No. 2 has been updated in Schedule 4 attached hereto. Item 5 of the Statement is hereby amended and supplemented as follows: Item 5. Interest in Securities of the Issuer. On January 28, 1999, the Reporting Persons consummated the sale (the "Sale") of all of the shares of Common Stock and all of the shares of Series C Preferred Stock previously reported as beneficially owned by the Reporting Persons pursuant to this Schedule 13D and the amendments thereto. As of the date hereof, none of the Reporting Persons may be deemed to have or share voting and dispositive power over any Common Stock, or securities convertible into Common Stock, of the Company. Other than as described herein, no Reporting Person has engaged in any transaction in the Common Stock of the Company within sixty days of the date hereof. Item 6 of the Statement is hereby amended and supplemented as follows: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Sale was made to the Company pursuant to the Stock Purchase Agreement attached as Exhibit 13 hereto. Other than as described in the Statement, Amendment No. 1, Amendment No. 2, and this Amendment No. 3, no Reporting Person has any other contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 13: Stock Purchase Agreement dated January 28, 1999 -6- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 4, 1999 FPL GROUP, INC. /s/ Dennis P. Coyle Name: Dennis P. Coyle Title: General Counsel and Secretary Dated: February 4, 1999 FPL GROUP CAPITAL INC /s/ Dennis P. Coyle Name: Dennis P. Coyle Title: Secretary Dated: February 4, 1999 TELESAT CABLEVISION, INC. /s/ Dennis P. Coyle Name: Dennis P. Coyle Title: President Dated: February 4, 1999 MAYBERRY INVESTMENTS, INC. /s/Scott A. Craig Name: Scott A. Craig Title: Treasurer -7- Schedule 4 (Changes to the Information set forth in Schedules 1, 2 and 3) Directors and Executive Officers of Telesat: Leslie J. Gelber is no longer a Vice President. Directors and Executive Officers of FPL Group Capital Inc: Leslie J. Gelber is no longer a Vice President. Directors and Executive Officers of FPL Group: Mary Lou Kromer is Vice President, Corporate Communications James P. Higgins is Vice President, Tax Sherry S. Barrat was elected as a director. Ms. Barrat is President and Chief Executive Officer of Northern Trust Bank of California; 355 South Grand Avenue, Suite 2600, Los Angeles, California 90071 Lynne V. Cheney is no longer a director Directors and Executive Officers of Mayberry Investments, Inc.: Barbara M. Morris replaced Ingrid Schaut as President and Director Patrick M. Bryan replaced Edward F. Tancer as Secretary Exhibit Index Exhibit No. Title Page Exhibit 13: Stock Purchase Agreement dated January 28, 1999 10 EX-99.1 2 STOCK PURCHASE AGREEMENT Exhibit 13 STOCK PURCHASE AGREEMENT BY AND BETWEEN MAYBERRY INVESTMENTS, INC. as Seller AND ADELPHIA COMMUNICATIONS CORPORATION, as Buyer TABLE OF CONTENTS Section Page - ------- ---- 1. PURCHASE AND SALE OF STOCK. 1 1.1 Purchase Price. 1 1.2 Closing. 1 1.3 Payment of the Purchase Price. 1 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. 2 2.1 Status and Power. 2 2.2 Ownership of Stock. 2 2.3 Authority of Seller. 2 2.4 Litigation or Judgments. 2 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. 3 3.1 Status and Power. 3 3.2 Authority of Buyer. 3 3.3 Litigation or Judgments. 3 4. FURTHER ASSURANCES. 3 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION. 4 5.1 Survival of Representations and Warranties. 4 5.2 Indemnification. 4 6. BROKERAGE COMMISSION. 4 7. LAWS GOVERNING. 4 8. MISCELLANEOUS. 4 8.1 Counterparts; Telecopy. 4 8.2 Assignment. 5 8.3 Interpretation. 5 8.4 Transfer Charges and Taxes. 5 8.5 Expenses. 5 8.6 Public Announcements. 5 8.7 Partial Invalidity. 5 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), made this 28th day of January, 1999, by and between MAYBERRY INVESTMENTS, INC., a Florida corporation ("Seller") and ADELPHIA COMMUNICATIONS CORPORATION, a Delaware corporation ("Buyer"). RECITALS WHEREAS, the Seller owns 1,091,524 shares (the "Common Shares") of the Class A Common Stock, par value $.01 per share, of the Buyer (the "Class A Common Stock") and 20,000 shares (the "Preferred Shares") of the Series C Convertible Preferred Stock of Buyer, convertible into 2,358,490.57 shares of the Class A Common Stock (the "Convertible Preferred Stock");and WHEREAS, the Buyer desires to purchase and Seller desires to sell the Common Shares and the Preferred Shares, including any accrued, declared or unpaid dividends owing thereon, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth and each act done pursuant hereto, the parties hereto, intending to be legally bound, do represent, warrant, covenant and agree as follows: 1. PURCHASE AND SALE OF STOCK. 1.1 Purchase Price. Pursuant to this Agreement, Seller does hereby sell, convey, transfer and assign to Buyer, and Buyer does hereby purchase from Seller, the Common Shares and the Preferred Shares, along with any accrued, declared or unpaid dividends owing thereon (collectively, the "Stock"), for an aggregate purchase price of $149,213,130 (the "Purchase Price"). 1.2 Closing. The consummation of the transfer and delivery to Buyer of the Stock and the Certificates (as defined herein), along with stock powers for the transfer of the Stock to Buyer in such form as Buyer may reasonably request and together with any required transfer stamps or taxes paid and attached thereto, and the receipt of the Purchase Price by Seller shall constitute the "Closing." 1.3 Payment of the Purchase Price. The Purchase Price shall be paid by federal funds wire transfer of United States dollars to an account designated in writing by Seller to Buyer. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. Seller represents and warrants that the following statements and representations are true and correct as of the date hereof and will also be true and correct at Closing: 2.1 Status and Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. 2.2 Ownership of Stock; Certificates. Seller owns the Stock, beneficially and of record, free and clear of all liens, encumbrances, pledges, options, warrants, rights of first refusal, claims, charges and restrictions of any nature. The Common Shares are represented by Certificate No. AC1802 for 1,000,000 shares of Class A Common Stock, Certificate No. AC1838 for 91,524 shares of Class A Common Stock, and Certificate No. 2 for 20,000 shares of Convertible Preferred Stock (collectively, the "Certificates"). Seller has possession of the Certificates. 2.3 Authority of Seller. Seller has the full power and authority to enter into this Agreement, to consummate these transactions and to comply with the terms, conditions and provisions hereof. This Agreement has been duly authorized, executed and delivered by Seller and is, and each other agreement, certificate, instrument or other document of Seller delivered by it pursuant to this Agreement will be, the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its respective terms. The execution, delivery and performance of this Agreement and the other agreement of Seller contemplated by it do not require the consent of or notice to any third party. Neither the execution and delivery of this Agreement nor the consummation of these transactions will conflict with or result in any violation of or constitute a default under any term of the Articles of Incorporation or Bylaws of Seller, or any material agreement, mortgage, debt instrument, indenture or other instrument, judgment, decree, order, award, law or regulation by which Seller is a party or by which Seller or any of its properties or assets is bound, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or properties of Seller. 2.4 Litigation or Judgments There is no litigation, at law or in equity, or any proceedings before any commission, agency or other governmental authority, pending or, to the best of the Seller's knowledge, after due inquiry, threatened against Seller, which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement, and to the best of the Seller's knowledge, after due inquiry, no facts or circumstances exist which could reasonably be expected to give rise to any such litigation or proceedings. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. Buyer represents and warrants that the following representations and warranties are true and correct as of the date hereof and will also be true and correct on the Closing Date: 3.1 Status and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. 3.2 Authority of Buyer. Buyer has the full power and authority to enter into this Agreement, to consummate these transactions and to comply with the terms, conditions and provisions hereof. This Agreement has been duly authorized, executed and delivered by Buyer and is, and each other agreement, certificate, instrument or other document of Buyer delivered by it pursuant to this Agreement will be, the legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its respective terms. The execution, delivery and performance of this Agreement and the other agreement of Buyer contemplated by it do not require the consent of or notice to any third party. Neither the execution and delivery of this Agreement nor the consummation of these transactions will conflict with or result in any violation of or constitute a default under any term of the Certificate of Incorporation or Bylaws of Buyer, or any material agreement, mortgage, debt instrument, indenture or other instrument, judgment, decree, order, award, law or regulation by which Buyer is a party or by which Buyer or any of its properties or assets is bound, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or properties of Buyer. 3.3 Litigation or Judgments. There is no litigation, at law or in equity, or any proceedings before any commission, agency or other governmental authority, pending or, to the best of the Buyer's knowledge, after due inquiry, threatened against Buyer, which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement, and to the best of the Buyer's knowledge, after due inquiry, no facts or circumstances exist which could reasonably be expected to give rise to any such litigation or proceedings. 4. FURTHER ASSURANCES. From time to time after Closing, and without further consideration, Seller shall execute and deliver to Buyer such further instruments of conveyance, transfer and assignment as Buyer may reasonably request in order to convey more effectively and transfer to Buyer the Stock. Buyer shall be responsible for the preparation of all of the documents incidental to such conveyance and transfer. 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION. 5.1 Survival of Representations and Warranties. All representations, warranties, covenants, stipulations, certifications, indemnities and agreements contained herein or in any document delivered pursuant hereto shall survive the consummation of the transactions provided for in this Agreement. 5.2 Indemnification. (a) Seller shall indemnify and hold Buyer harmless from and against any and all claims, liabilities, damages, losses, deficiencies and expenses, including reasonable attorneys' fees and expenses and costs of suit (individually, a "Loss" and collectively, "Losses") arising out of any and all inaccurate representations and warranties, and out of any and all breaches of covenants, agreements and certifications made by or on behalf of Seller in this Agreement or in any document delivered hereunder. (b) Buyer shall indemnify and hold Seller harmless from and against any and all Losses arising out of any and all inaccurate representations and warranties, and out of any and all breaches of covenants, agreements and certifications made by or on behalf of Buyer in this Agreement or in any document delivered hereunder. 6. BROKERAGE COMMISSION. Buyer and Seller each represent and warrant that all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by each directly with the other without intervention of any person. Each party to this Agreement indemnifies the other and holds it harmless against and in respect of any claim against the other for brokerage or other commissions relative to this Agreement and the transactions contemplated hereby by the indemnifying party's employees, agents or consultants. 7. LAWS GOVERNING. The construction, interpretation and enforcement of this Agreement and the rights of the parties hereunder shall be governed by the laws of the Commonwealth of Pennsylvania without regard to any jurisdiction's choice or conflicts of law provisions. 8. MISCELLANEOUS. 8.1 Counterparts; Telecopy. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Delivery of executed signature pages hereof by facsimile transmission shall constitute effective and binding execution and delivery hereof. 8.2 Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties. 8.3 Interpretation. Article titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of any of the provisions of this Agreement. There will be no presumption against a party that it prepared this Agreement or any part of it. All references to the word "including" shall have the meaning represented by the phrase "including without limitation." As used herein, the phrase "after due inquiry" is limited to inquiry within the organization of the Seller or Buyer, as the case may be. 8.4 Transfer Charges and Taxes. Seller will pay all stamp, sales, income, realty transfer or other taxes (federal, state or local) imposed by law and all third-party transfer charges in respect of any and all transfers pursuant to this Agreement. 8.5 Expenses. Seller and Buyer each will pay all costs and expenses, including any and all legal and accounting fees, of its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with. 8.6 Public Announcements. Neither Buyer nor any Seller shall, without the approval of the other party (which may not be unreasonably withheld or delayed), make any press release or other public announcement concerning this Agreement, or the transactions contemplated by it, except as and to the extent that such party shall be so obligated by law (including any legal obligation imposed on a party in connection with its status as a publicly-held corporation), in which case the other party shall be advised and shall use its reasonable efforts to cause a mutually agreeable release or announcement to be issued. 8.7 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change as to cause the completion of the transactions contemplated hereby to be unreasonable. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized corporate officers on the day and year first above written. BUYER: ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James Rigas --------------------------- Authorized Officer SELLER: MAYBERRY INVESTMENTS, INC. By: /s/ James P. Higgins --------------------------- Authorized Officer -----END PRIVACY-ENHANCED MESSAGE-----