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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 offer a full range of cable television services. Our service offerings
include the following programming packages:
     - basic programming, which generally includes a variety of entertainment
       programming, locally originated programming and the retransmission of
       local broadcast stations;
     - expanded basic programming, known in the cable industry as cable
       programming service tier, or CPST, which offers more services than basic
     - premium channels, which provide unedited, commercial-free movies, sports
       and other special event entertainment programming; and
     - pay-per-view television programming, where customers are charged a fee
       for individual programs.
     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, including high-speed Internet access.
In addition, we are currently upgrading our cable systems to offer services
which will allow our customers to interact with the programming we provide. Such
services are referred to as interactive services. As of March 31, 1999, we
served approximately 2.4 million cable television service customers in 22
states. We have entered into agreements to acquire additional cable systems that
would have increased the number of our customers to 3.7 million as of that date.
     For the three months ended March 31, 1999, pro forma for the acquisitions
we completed during 1999, our revenues were approximately $311 million and our
EBITDA was approximately $143 million. For the year ended December 31, 1998, pro
forma for the acquisitions and a merger we completed during 1999, our revenues
were approximately $1.2 billion and our earnings before interest, taxes,
depreciation and amortization, or EBITDA, was approximately $532 million.
     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. Without giving effect to the cable systems we acquired in
1998, we increased our customer base by 4.8%, revenues by 9.5% and EBITDA by 11%
during that year. This customer growth was more than twice the national average
of 1.7% for 1998. In 1997, our customer growth was 3.5%, significantly higher
than the national average of 2.0% for 1997.
     In addition to growing our customer base internally, we have grown
significantly through acquisitions. Over the past five years, our management
team has successfully completed 22 acquisitions, including two acquisitions in
1999. We have also entered into six agreements to acquire additional cable
systems. These recent and pending acquisitions serve a total of approximately
1.3 million customers.