Print Page  Close Window

SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
<PAGE>   63
 

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     Reference is made to the "-- Certain Trends and Uncertainties" section
below in this Management's Discussion and Analysis for a discussion of important
factors that could cause actual results to differ from expectations and
non-historical information contained herein.
 
INTRODUCTION
 
     We do not believe that our historical financial condition and results of
operations are accurate indicators of future results because of recent and
pending significant events, including:
 
     (1) the acquisition by Mr. Allen of CCA Group, Charter Communications
         Properties Holdings, LLC and CharterComm Holdings LLC, referred to
         together with their subsidiaries as the Charter companies;
 
     (2) the merger of Marcus Holdings with and into Charter Holdings;
 
     (3) the recent and pending acquisitions of Charter Communications Holding
         Company, Charter Holdings and their subsidiaries;
 
     (4) the refinancing of the previous credit facilities of the Charter
         companies;
 
     (5) the purchase of publicly held notes that had been issued by several of
         the direct and indirect subsidiaries of Charter Holdings;
 
     (6) the completion of the transfer to Charter Holdings of the Fanch, Falcon
         and Avalon cable systems; and
 
     (7) the anticipated completion of the Pending Transactions.
 
     Provided below is a discussion of our organizational history consisting of:
 
     (1) the operation and development of the Charter companies prior to the
         acquisition by Mr. Allen, together with the acquisition of the Charter
         companies by Mr. Allen;
 
     (2) the merger of Marcus Holdings with and into Charter Holdings; and
 
     (3) the recent and pending acquisitions of Charter Communications Holding
         Company and its direct and indirect subsidiaries.
 
ORGANIZATIONAL HISTORY
 
     Prior to the acquisition of the Charter companies by Mr. Allen on December
23, 1998, and the merger of Marcus Holdings with and into Charter Holdings on
April 7, 1999, the cable systems of the Charter and Marcus companies were
operated under four groups of companies. Three of these groups were comprised of
companies that were managed by Charter Investment, Inc. prior to the acquisition
of the Charter companies by Mr. Allen and the fourth group was comprised of
companies that were subsidiaries of Marcus Holdings. Charter Investment, Inc.
started managing Marcus Holdings in October 1998.
 
     The following is an explanation of how:
 
     (1) Charter Communications Properties Holdings; the operating companies
         that formerly comprised CCA Group; CharterComm Holdings; and the Marcus
         companies became wholly owned subsidiaries of Charter Operating;
 
     (2) Charter Operating became a wholly owned subsidiary of Charter Holdings;
 
                                       60