ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
On November 12, 1999, Charter Communications Holding Company, LLC
(Charter Holdco), managed by and 40.6% owned by Charter Communications, Inc.
(the "Company"), completed the acquisition of partnership interests in Falcon
Communications, L.P. (FCLP) from Falcon Holding Group, L.P. and TCI Falcon
Holdings, LLC, interests in a number of entities held by Falcon Cable Trust and
Falcon Holding Group, Inc., specified interests in Enstar Communications
Corporation and Enstar Finance Company, LLC held by Falcon Holding Group, L.P.
and specified interests in Adlink held by DHN Inc. (collectively referred to as
the "Falcon Acquisition" herein). Charter Investment, Inc., an affiliate of the
Company, entered into the Falcon Acquisition purchase agreement in May 1999 and
assigned its rights under the purchase agreement to Charter Holdco.
The purchase price for the Falcon Acquisition was $3.5 billion, subject
to adjustment, and was comprised of $1.3 billion in cash, $550 million in equity
of Charter Holdco and $1.7 billion in assumed debt. A portion of the proceeds
from the Company's initial public offering of Class A common stock were used to
fund the Falcon Acquisition.
The Falcon cable systems are located in California and the Pacific
Northwest, Missouri, North Carolina, Alabama and Georgia and serve approximately
1,005,000 customers. For the nine months ended September 30, 1999, the Falcon
cable systems had revenues of approximately $320.2 million. For the year ended
December 31, 1998, the Falcon cable systems had revenues of approximately $307.6
(a) Pro forma financial information.
Pursuant to Article 11 of Regulation S-X, pro forma unaudited financial
statements are included herein.