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SEC Filings

8-K
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 8-K on 01/18/2000
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<PAGE>   2



ITEM 2   ACQUISITION OF ASSETS

     On January 1, 2000, Charter Communications Holdings, LLC (Charter Holdings)
and Charter Communications Holding Company, LLC (Charter Holdco), the parent of
Charter Holdings, effected a number of transactions to transfer recently
acquired cable systems to Charter Holdings. As a result of these transactions,
Charter Holdings became the indirect parent of cable systems of Fanch
Cablevision L.P. and affiliates, Falcon Communications, L.P., now known as CC
VII Holdings, LLC, and Avalon Cable LLC, now known as CC V Holdings, LLC. The
following table presents these entities' customers and revenues as of and for
the nine months ended September 30, 1999:


<TABLE>
<CAPTION>
                                                                AS OF AND FOR
                                                            THE NINE MONTHS ENDED
                        ENTITY                               SEPTEMBER 30, 1999
      -------------------------------------------    ------------------------------------
                                                                             REVENUE
                                                      CUSTOMERS          (IN THOUSANDS)
                                                      ---------          --------------
     <S>                                             <C>                 <C>   
      Cable systems of Fanch
        Cablevision L.P. and affiliates                   538,000               $155,626

      Falcon Communications, L.P.                       1,004,000                320,228

      Avalon Cable LLC                                    261,000  (a)            81,559
                                                     -------------       ----------------
                                                        1,803,000               $557,413
                                                     =============       ================
</TABLE>


--------------
(a)  Includes approximately 5,400 customers served by cable systems that Charter
     Holdings will acquire from certain former affiliates of Avalon. The
     acquisition of these systems is expected to be completed by the end of
     January 2000.

     The following is a brief description of the recently acquired cable
systems:

     FANCH. In November 1999, Charter Holdco purchased the partnership interests
of Fanch Cablevision of Indiana, L.P., specified assets of Cooney Cable
Associates of Ohio, Limited Partnership, Fanch-JV2 Master Limited Partnership,
Mark Twain Cablevision Limited Partnership, Fanch-Narragansett CSI Limited
Partnership, North Texas Cablevision, Ltd., Post Cablevision of Texas, Limited
Partnership and Spring Green Communications, L.P. and the stock of Tioga Cable
Company, Inc., Cable Systems, Inc. and , indirectly, Hornell Television Service,
Inc. for a total combined purchase price of approximately $2.4 billion in cash,
subject to adjustment. At the time of the closing of this acquisition, the Fanch
credit facilities were closed providing for borrowings of up to $1.2 billion.
$0.9 billion of this availability was used to fund a portion of the Fanch
purchase price.

     The cable systems acquired in this transaction are located in Colorado,
Indiana, Kansas, Kentucky, Michigan, Mississippi, New Mexico, Oklahoma, Texas
and Wisconsin. For the year ended December 31, 1998, these systems had revenues
of approximately $141.1 million. Approximately 19% of these systems' customers
are served by systems with at least 550 megahertz bandwidth capacity.

     FALCON. In November 1999, Charter Holdco purchased partnership interests in
Falcon Communications, L.P., interests in a number of Falcon entities, specified
interests in Enstar Communications Corporation and Enstar Finance Company, LLC
and specified interests in Adlink. All acquired interests except the Enstar
portion were transferred to Charter Holdings.

     The purchase price for the transaction, excluding the specified interests
in Enstar, was approximately $3.5 billion, consisting of cash, $550 million in
membership units in Charter Holdco issued to Falcon sellers and $1.67 billion in
assumed debt. The purchase price is subject to adjustment. All of the membership
units have been exchanged for Class A common stock of Charter Communications,
Inc., sole