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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): September 29, 2006
MEDIACOM COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-29227 06-1566067
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
Registrant's 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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On September 29, 2006, Mediacom Broadband LLC and Mediacom Broadband
Corporation issued a press release pursuant to Rule 135c of the Securities Act
of 1933 concerning their agreement to sell $300 million principal amount of
8-1/2% senior notes under Rule 144A. A copy of the press release is being filed
as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired - None
(b) Pro Forma Financial Information - None
(c) Shell Company Transactions - None
(d) Exhibits:
Exhibit No. Description
----------- -----------
99.1 Press release issued by Mediacom Broadband LLC and Mediacom
Broadband Corporation on September 29, 2006
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: September 29, 2006
Mediacom Communications Corporation
By: /s/ Mark E. Stephan
-----------------------------------
Mark E. Stephan
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
INVESTOR RELATIONS
Matt Derdeyn
Group Vice President,
Corporate Finance and Treasurer
(845) 695-2612
Mediacom Broadband LLC Announces Agreement to Sell
$300 Million Principal Amount of Senior Notes due 2015
Middletown, NY -- September 29, 2006 -- Mediacom Broadband LLC and Mediacom
Broadband Corporation, wholly-owned subsidiaries of Mediacom Communications
Corporation (NASDAQ: MCCC), announced today that they have agreed to sell $300
million principal amount of 8-1/2% senior notes due 2015 (the "Senior Notes").
Mediacom Broadband LLC and Mediacom Broadband Corporation initially announced
that they intended to offer $200 million principal amount of Senior Notes but
increased the size of the offering in order to meet excess demand. Mediacom
Broadband LLC will use the net proceeds of the offering to reduce borrowings
(but not commitments) outstanding under the revolving credit portion of its
subsidiary credit facility.
The Senior Notes will be 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.