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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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purchase Vista and certain cable assets of Cable Satellite. By these Other
Acquisitions, we plan to acquire cable systems located in Southern California,
Georgia and Southern Florida, have a total of approximately 36,000 customers and
will be operated as part of our Southern and Southeast regions. The total
purchase price for the Other Acquisitions is approximately $148 million. For the
year ended December 31, 1998, the cable systems to be acquired in connection
with these Other Acquisitions had revenues and EBITDA of $25.0 million and $12.5
million, respectively.
    
 
   
     MARCUS COMBINATION.  On April 7, 1999, Marcus Cable Holdings, LLC, the
guarantor of our obligations under the original notes and the indentures, was
merged with and into Charter Holdings, the surviving entity and an issuer of the
original notes. As a result of this combination, the subsidiaries of Marcus
Holdings became our subsidiaries. Under the terms of the original notes and the
indentures, upon the Marcus Combination, the guarantee of our obligations under
the notes was automatically terminated. In addition, upon the sale of the
original notes, Marcus Holdings issued a senior note in favor of Charter
Holdings in an amount equal to the portion of the proceeds from the sale of the
original notes that was used to repay certain outstanding senior indebtedness of
the Marcus Companies. This senior note was secured by a pledge by Marcus
Holdings of all of the membership interests of Marcus Cable Company, L.L.C.
Under the terms of the original notes and the indentures, Charter Holdings
pledged the senior note to the trustee under the indentures for the equal and
ratable benefit of the holders of the original notes. Under the terms of the
original notes and the indentures, upon the Marcus Combination, the senior note
was automatically extinguished and the pledge of such collateral was released.
    
 
THE COMPANY'S SYSTEMS
 
     Our systems consist of approximately 65,900 miles of coaxial and
approximately 8,500 sheath miles of fiber optic cable passing approximately 3.9
million households and serving approximately 2.3 million customers. Today,
approximately 55% of our customers are served by systems with at least 550 MHz
bandwidth capacity, approximately 40% have at least 750 MHz bandwidth capacity
and approximately 37% are served by systems capable of providing two-way
interactive communication capability, such as two-way Internet connections, Wink
and interactive program guides.
 
     CORPORATE MANAGEMENT.  We are managed from our corporate office in St.
Louis, Missouri. Our senior management at that office consists of approximately
140 people led by Jerald L. Kent and is responsible for coordinating and
overseeing company-wide operations, including certain critical functions such as
marketing and engineering that are conducted by personnel at the regional and
local system level. The corporate office also performs certain financial control
functions such as accounting, finance and acquisitions, payroll and benefit
administration, internal audit, purchasing and programming contract
administration on a centralized basis.
 
     OPERATING REGIONS.  To manage and operate our systems, we have established
two divisions that contain a total of seven operating regions: Western; Central;
MetroPlex (Dallas/Ft. Worth); North Central; Northeast; Southeast; and Southern.
Each region is managed by a team consisting of a Senior Vice President or a Vice
President, supported by operational, marketing and engineering personnel. The
two divisions are managed by two Senior Vice Presidents who report directly to
our Chief Executive Officer and are responsible for overall supervision of our
seven operating regions. Within each region, certain groups of cable systems are
further organized into groups known as "clusters." We believe that much of our
success is attributable to our operating philosophy which emphasizes
decentralized management, with decisions being made as close to the customer as
possible.
 
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