permits franchising authorities to operate cable television systems. See
"Legislation and Regulation." It is possible that a franchising authority
might grant a franchise to another company containing terms and conditions
more favorable than those afforded the Company. Well-financed businesses from
outside the cable industry (such as the public utilities that own the poles to
which cable is attached) may become competitors for franchises or providers of
competing services. See "Legislation and Regulation." Currently, the Systems'
principal competitors for receiving and distributing television signals in the
areas they serve are off-air television broadcast programming, home satellite
dish earth stations ("HSDS") and DBS, although other cable television systems
operate in other non-overlapping areas of the Company's franchise areas. See
"Risk Factors--Significant Competition in the Cable Television Industry."
The 1992 Cable Act contains provisions, which the FCC implemented with
regulations, to enhance the ability of cable competitors to purchase and make
available to HSDS owners certain satellite-delivered cable programming at
competitive costs. The 1996 Telecom Act prohibits certain local restrictions
that impair a viewer's ability to receive video programming services using
HSDS and over-the-air antennae, and the FCC adopted regulations implementing
this provision that preempt certain local restrictions on satellite and over-
the-air antenna reception of video programming services, including zoning,
land-use or building regulations, or any private covenant, homeowners'
association rule or similar restriction on property within the exclusive use
or control of the antenna user.
Cable operators also face competition from private satellite master antenna
television ("SMATV") systems that serve condominiums, apartment and office
complexes and private residential developments. The 1996 Telecom Act broadens
the definition of SMATV systems not subject to regulation as a franchised
cable television system, and the FCC recently revised its cable inside wiring
rules to provide a more specific procedure for the disposition of internal
cable wiring that belongs to an incumbent cable operator that is forced to
terminate its cable services in a multiple dwelling unit ("MDU") building by
the building owner. SMATV systems offer both improved reception of local
television stations and many of the same satellite-delivered program services
offered by franchised cable television systems. SMATV operators often enter
into exclusive agreements with building owners or homeowners' associations.
Although some states have enacted laws that authorize franchised cable
operators access to such private complexes, Louisiana, Mississippi and
Tennessee have not. These laws have been challenged in the courts with varying
results. In addition, some companies are developing and/or offering to these
private residential and commercial developments packages of telephony, data
and video services. The ability of the Company to compete for customers in
residential and commercial developments served by SMATV operators is
The FCC and the Congress have adopted policies providing a more favorable
operating environment for new and existing technologies that provide, or have
the potential to provide, substantial competition to cable television systems.
These technologies include, among others, DBS service, whereby signals are
transmitted by satellite to receiving facilities located on customer premises.
Programming is currently available to the owners of DBS dishes through
conventional, medium and high-powered satellites. DBS systems are increasing
channel capacity and are providing movies, broadcast stations, and other
program services comparable to those of cable television systems. Currently,
Primestar Partners (a consortium comprised of cable operators and a satellite
company), DirecTV and EchoStar Communications Corp. ("EchoStar") are providing
nationwide DBS services, with each company offering in excess of 100 channels
of video programming to subscribers. There are other companies that are
currently providing or are planning to provide domestic DBS services. American
Sky Broadcasting ("ASkyB"), a joint venture between MCI Communications Corp.
("MCI") and The News Corporation Limited ("News Corp."), is currently
developing high-power DBS services. Primestar, News Corp., MCI and ASkyB
recently announced several agreements in which News Corp., MCI and ASkyB will
sell to Primestar two satellites under construction and MCI will assign to
Primestar (subject to various governmental approvals) an FCC DBS license. The
satellites to be sold to Primestar, when operational, are expected to be
capable of providing approximately 200 channels of DBS service in the United
States. In 1997, the Primestar partners announced an agreement to consolidate
their DBS assets into a new company. DBS providers provide significant
competition to cable service providers, including the Company.