FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 16, 2005
MEDIACOM COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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0-29227
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06-1566067 |
(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
Registrants telephone number: (845) 695-2600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On August 16, 2005, Mediacom Broadband LLC and Mediacom Broadband Corporation, wholly-owned
subsidiaries of Mediacom Communications Corporation, entered into an agreement to sell to certain
financial institutions an aggregate of $200 million principal amount of 8-1/2% Senior Notes due
2015. Subject to the satisfaction of customary conditions, the sale of the Senior Notes is expected
to be completed on August 30, 2005.
On August 18, 2005, Mediacom Broadband LLC and Mediacom Broadband Corporation issued a press
release pursuant to Rule 135c of the Securities Act concerning the agreement of Mediacom Broadband
LLC and Mediacom Broadband Corporation to sell senior notes under Rule 144A. A copy of such press
release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) |
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Financial Statements of Businesses Acquired None |
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(b) |
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Pro Forma Financial Information None |
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(c) |
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Exhibits: |
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Exhibit No. |
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Description |
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99.1 |
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Press release issued on August 18, 2005 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 22, 2005
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Mediacom Communications Corporation
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By: |
/s/ Mark E. Stephan
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Mark E. Stephan |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT 99.1
Exhibit 99.1
Contact:
Mediacom Communications Corporation
Investor Relations
Matt Derdeyn
Group Vice President,
Corporate Finance and Treasurer
(845) 695-2612
Mediacom Broadband LLC Announces Agreement to Sell
$200 Million Principal Amount of Senior Notes due 2015
Middletown, NY August 18, 2005 Mediacom Broadband LLC and Mediacom Broadband Corporation,
wholly-owned subsidiaries of Mediacom Communications Corporation (NASDAQ: MCCC), announced today
that they have agreed to sell $200 million principal amount of 8-1/2% senior notes due 2015 (the
Senior Notes). On August 16, 2005, Mediacom Broadband LLC and Mediacom Broadband Corporation
announced that they intended to offer $300 million principal amount of Senior Notes but have
instead agreed to sell $200 million principal amount of such Senior Notes.
Mediacom Broadband LLC will use the net proceeds of the sale of the Senior Notes for working
capital and other general corporate purposes and, until needed for a specific application, will
apply the net proceeds to repay approximately $193 million of borrowings outstanding under the
revolving credit portion of the bank credit facility of its subsidiaries. Subject to the
satisfaction of customary conditions, the sale of the Senior Notes is expected to be completed on
August 30, 2005.
The Senior Notes were offered to qualified institutional buyers under Rule 144A and to persons
outside the United States under Regulation S. The Senior Notes will not be registered under the
Securities Act of 1933, as amended (the Securities Act), and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities
laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to
buy, the Senior Notes nor shall there be any sale of the Senior Notes in any state in which such
offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Any statements in this press release that are not historical facts are forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from historical results or those Mediacom Broadband LLC and Mediacom Broadband
Corporation anticipate. For a discussion of such risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements, see the reports and
documents Mediacom Broadband LLC and Mediacom Broadband Corporation file from time to time with the
Securities and Exchange Commission. Statements included in this press release are based upon
information known to Mediacom Broadband LLC and Mediacom Broadband Corporation as of the date of
this press release, and Mediacom Broadband LLC and Mediacom Broadband Corporation assume no
obligation to (and expressly disclaim any such obligation to) publicly update or alter their
forward-looking statements made in this press release, whether as a result of new information,
future events or otherwise, except as otherwise required by applicable federal securities laws.