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     The following summary contains basic information about the Exchange Offer.
It likely does not contain all the information that is important to you in
making a decision to tender Original Notes in exchange for Exchange Notes. For a
more complete understanding of the Exchange Offer, we encourage you to read this
entire document and other documents to which we refer.
     Unless the context otherwise requires, in this Prospectus all references to
"Charter Holdings" mean Charter Communications Holdings, LLC and all references
to "CCHC" mean Charter Communications Holdings Capital Corporation. All
references to "Charter" or the "Issuers" mean Charter Holdings and CCHC. All
references to the "Charter Companies" mean Charter Communications Operating, LLC
and its subsidiaries. All references to the "Charter Systems" mean all cable
systems owned directly or indirectly by the Charter Companies. All references to
"Marcus" mean Marcus Cable Company, L.L.C. All references to the "Marcus
Companies" mean Marcus and its subsidiaries. All references to the "Marcus
Systems" mean all cable systems owned directly or indirectly by the Marcus
Companies. All references to "the Company," "we," "us" or "our" mean Charter
together with the Charter Companies and the Marcus Companies. All references to
"CCI" mean Charter Communications, Inc., our management company and a
significant equity holder of Charter Holdings. "Pro Forma for Marcus" means
after giving effect to the Marcus Combination (as defined below).
                                  THE COMPANY
     We are the seventh largest operator of cable systems in the United States,
serving approximately 2.3 million customers. Our cable systems are managed in
seven operating regions and operate in 22 states. We offer a full range of cable
television services, including basic, expanded basic, premium and pay-per-view
television programming. We have begun to offer digital cable television services
to customers in some of our systems, and are also expanding into other
entertainment, educational and communications services, such as high-speed
Internet access and interactive services. These new services will take advantage
of the significant bandwidth of our cable systems. For the year ended December
31, 1998, Pro Forma for Marcus, our revenues were approximately $1.1 billion and
our EBITDA was approximately $485 million. Approximately 96% of our equity is
beneficially owned by Paul G. Allen, the co-founder of Microsoft Corporation.
The remaining equity is owned by our founders, Jerald L. Kent, Barry L. Babcock
and Howard L. Wood. Mr. Kent is the President and Chief Executive Officer and a
director of CCI.
     We have pursued and executed a strategy of operating, developing, acquiring
and consolidating cable systems with the primary goals of increasing our
customer base and operating cash flow by consistently emphasizing superior
customer service. Over the past year, we have increased the internal customer
base, revenues and EBITDA of the Charter Companies by 4.8%, 9.5% and 11.0%,
respectively. This internal customer growth was more than twice the national
average for 1998 (4.8% versus 1.7%) and was significantly higher than the
national average for 1997 (3.5% versus 2.0%). We attribute such success to an
operating philosophy that emphasizes superior customer service, decentralized
operations with centralized financial controls, and innovative marketing
     In addition to growing our internal customer base, we have grown
significantly through acquisitions. Over the past five years, our management
team has successfully completed 20 acquisitions. Since the beginning of 1999, we
have entered into eight agreements (the