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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K/A on 01/26/2000
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exchanged for Class A common stock of Charter Communications, Inc. Because of
possible violations of Section 5 of the Securities Act of 1933, as amended, the
holders of these equity interests may have unsecured creditor rights to require
us to repurchase all of these equity interests in connection with the issuance
of membership units. We have classified these potential obligations as
short-term debt in the Unaudited Pro Forma Balance Sheet. Accordingly, we have
decreased Charter Communications, Inc.'s equity interest in Charter
Communications Holding Company to 37.6%.

         Mr. Allen, through Vulcan Cable III Inc., received 41.4 million
membership units in Charter Communications Holding Company for his $750 million
equity investment made at the time of the Initial Public Offering. Prior to the
Initial Public Offering, Mr. Allen contributed $1.325 billion in cash and equity
interests and received 63.9 million membership units in Charter Communications
Holdings Company. As such, the consolidated pro forma financial statements of
Charter Communications, Inc. reflect a minority interest equal to 62.4% of the
equity of Charter Communications Holding Company and depict 62.4% of the losses
being allocated to minority interest.

         The Unaudited Pro Forma Financial Statements reflect the application of
the principles of purchase accounting to the transactions listed in items (1)
through (5) and (7) above. The allocation of certain purchase prices is based,
in part, on preliminary information, which is subject to adjustment upon
obtaining complete valuation information of intangible assets and post-closing
purchase price adjustments. We believe that finalization of the purchase prices
will not have a material impact on the results of operations or financial
position of Charter Communications, Inc.

         The unaudited pro forma adjustments are based upon available
information and certain assumptions that we believe are reasonable. In
particular, the pro forma adjustments assume the following:

         -        We will transfer to sellers of the InterMedia cable systems
                  the Indiana cable system that was retained at the time of the
                  InterMedia closing pending receipt of the necessary regulatory

         -        We will repurchase the Falcon debentures at prices equal to
                  101% of their aggregate principal amount, plus accrued and
                  unpaid interest, or accreted value, as applicable, using a
                  portion of the net proceeds from the private placement of $1.5
                  billion of senior notes and senior discount notes (the
                  "January 2000 High Yield Notes"); and

         -        After the completion of the Falcon acquisition, 62.4% of the
                  membership units of Charter Communications Holding Company are
                  exchangeable for Class A and Class B common stock of Charter
                  Communications, Inc. at the option of the holders. We assume
                  none of these membership units have been exchanged for Charter
                  Communications, Inc.'s common stock.

         The Unaudited Pro Forma Financial Statements of Charter Communications,
Inc. do not purport to be indicative of what our financial position or results
of operations would actually have been had the transactions described above been
completed on the dates indicated or to project our results of operations for any
future date.