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SEC Filings

8-K/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K/A on 01/26/2000
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                    UNAUDITED PRO FORMA FINANCIAL STATEMENTS

         The following Unaudited Pro Forma Financial Statements of Charter
Communications, Inc. are based on the historical financial statements of Charter
Communications Inc. Prior to the issuance and sale by Charter Communications,
Inc. of Class A common stock (the "Initial Public Offering"), Charter
Communications, Inc. was a holding company with no material assets or
operations. The net proceeds were used, directly or indirectly, by Charter
Communications, Inc. to purchase membership units in Charter Communications
Holding Company, LLC (Charter Communications Holdings Company), which used the
funds to pay a portion of the purchase prices of the cable systems of Fanch
Cablevision L.P. and affiliates (Fanch), Falcon Communications, L.P. (Falcon)
and Avalon Cable LLC (Avalon) acquisitions. As a result, Charter Communications,
Inc. consolidates the financial statements of Charter Communications Holding
Company. Charter Communications, Inc.'s consolidated financial statements will
include the assets and liabilities of Charter Communications Holding Company at
their historical carrying values since both Charter Communications, Inc. and
Charter Communications Holding Company were under the control of Paul G. Allen
before and after the Initial Public Offering. Since January 1, 1999, Charter
Communications Holding Company and Charter Communications Holdings, LLC,
(Charter Holdings) have closed numerous acquisitions. In addition, a subsidiary
of Charter Holdings merged with Marcus Cable Holdings, LLC (Marcus Holdings) in
April 1999. Charter Communications, Inc.'s consolidated financial statements are
adjusted on a pro forma basis to illustrate the estimated effects of the
acquisition of cable systems from InterMedia Capital Partners IV, L.P.,
InterMedia Partners and affiliates (collectively "InterMedia" herein), and the
Falcon acquisition as if these transactions had occurred on September 30, 1999
for the Unaudited Pro Forma Balance Sheet and to illustrate the estimated
effects of the following transactions as if they had occurred on January 1, 1998
for the Unaudited Pro Forma Statements of Operations:

         (1)      the acquisition of Charter Communications Holding Company on 
                  December 23, 1998 by Mr. Allen;

         (2)      the acquisition of certain cable systems from Sonic
                  Communications Inc. on May 20, 1998 by Charter Holdings for an
                  aggregate purchase price net of cash acquired, of $228.4
                  million, comprised of $167.5 million in cash and $60.9 million
                  in a note payable to the seller;

         (3)      the acquisition of Marcus Cable Company, L.L.C. (Marcus Cable)
                  by Mr. Allen and Marcus Holdings' merger with and into Charter
                  Holdings effective March 31, 1999;

         (4)      the acquisitions and dispositions during 1998 by Marcus Cable;

         (5)      the acquisitions by Charter Communications Holding Company,
                  Charter Holdings and their subsidiaries completed from January
                  1, 1998 through October 1, 1999;

         (6)      the refinancing of all the debt of our subsidiaries through
                  the issuance of the March 1999 Charter Holdings senior notes
                  and senior discount notes and funding under Charter
                  Operating's credit facilities; and

         (7)      the  completion  of the  Falcon  acquisition,  including  the
                  repurchase  of Falcon  8.375%  senior debentures due 2010 and
                  9.285% senior discount debentures due 2010.

         The Unaudited Pro Forma Balance Sheet also illustrates the effects of
the issuance and sale by us of 195.5 million shares of Class A common stock at a
price of $19.00, and the equity contribution of the net proceeds to Charter
Communications Holding Company. The net proceeds purchased 195.5 million common
membership units in Charter Communications Holding Company, representing a 47.3%
economic interest and a 100% voting interest, prior to the equity contributions
from Mr. Allen and the closing of any acquisitions by Charter Communications
Holding Company. Prior to the initial public offering, Charter Investment, Inc.
owned approximately 217.6 million common membership units of Charter
Communications Holding Company.

         After considering additional membership units issued by Charter
Communications Holding Company to Mr. Allen, through Vulcan Cable III Inc., and
to the sellers of Rifkin Acquisition Partners, L.L.L.P. and Interlink
Communications Partners, LLLP (collectively "Rifkin" herein) and Falcon, the
economic interest held by Charter Communications, Inc. is reduced to 40.6%.
Based on the terms of the agreements with the sellers of Rifkin and Falcon, they
received 6.9 million and 20.8 million membership units, respectively, at a price
per membership unit of $19.19 and $26.32, respectively. Of the 20.8 million
membership units issued to certain Falcon sellers, 1.6 million units were put to
Mr. Allen. All remaining membership units were 








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