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SEC Filings

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     The following summary contains a general discussion of our business, the
exchange offer and summary financial information. It likely does not contain all
the information that is important to you in making a decision to tender original
notes in exchange for new notes. For a more complete understanding of the
exchange offer, we encourage you to read this entire prospectus and other
documents to which we refer.
                                  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 the acquisitions we completed during 1998, our revenues
were approximately $1.1 billion and our earnings before interest, taxes,
depreciation and amortization 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 Charter Communications, Inc., our management
company and a significant equity holder of Charter Communications Holdings, LLC.
     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. During 1998, we increased the internal customer base, revenues
and earnings before interest, taxes, depreciation and amortization of the cable
systems we owned for the entire year 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%).
     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 22 acquisitions. Since the beginning of 1999, we
have closed two acquisitions and we have entered into six agreements to acquire
additional cable systems. These recent acquisitions and pending acquisitions
serve a total of approximately 1.3 million customers. Pro forma for the
acquisition of the cable systems of Marcus Cable Holdings, LLC on April 7, 1999,
and pro forma for the recent acquisitions and pending acquisitions described in
this prospectus as if all such acquisitions had occurred at the start of the
year, our revenues and earnings before interest, taxes, depreciation and
amortization for 1998 would have been $1.7 billion and $755 million,
respectively. We have also entered into a letter of intent to acquire cable
systems with approximately 12,000 additional customers. Pro forma for the recent
acquisitions, pending acquisitions and the acquisition currently subject to a
letter of intent, we serve approximately 3.6 million customers.
     Paul G. Allen, our principal owner and one of the computer industry's
visionaries, has long believed that the broadband capabilities of cable systems
facilitate the convergence of