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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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<TABLE>
<CAPTION>
                                              CHARTER HOLDINGS, CCA GROUP AND
                                                   CHARTERCOMM HOLDINGS
                                      -----------------------------------------------
                                      YEAR ENDED DECEMBER 31,    1/1/98     12/24/98
                                      -----------------------   THROUGH     THROUGH
                                         1996         1997      12/23/98    12/31/98
                                      ----------   ----------   --------   ----------
                                       (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                                   <C>          <C>          <C>        <C>
OPERATING DATA (AT END OF PERIOD,
  EXCEPT FOR AVERAGES):
Homes passed........................   1,546,000    1,915,000               3,892,000
Basic customers.....................     902,000    1,086,000               2,317,000
Basic penetration(b)................        58.3%        56.7%                   59.5%
Premium units.......................     517,000      629,000               1,256,000
Premium penetration(c)..............        57.3%        57.9%                   54.2%
</TABLE>

    
 
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(a) Charter Communications, Inc. provided corporate management and consulting
    services to us. CCA Group and CharterComm Holdings paid fees to Charter
    Communications, Inc. as compensation for such services and recorded
    management fee expense. See "Certain Relationships and Related
    Transactions." Charter Holdings recorded actual corporate expense charges
    incurred by Charter Communications, Inc. on our subsidiaries' behalf.
    Management fees and corporate expenses for the year ended December 31, 1998
    include $14.4 million of change of control payments under the terms of
    then-existing equity appreciation rights plans. Such payments were triggered
    by the acquisition of us by Paul G. Allen. Such payments were made by
    Charter Communications, Inc. and were not subject to reimbursement by us,
    but were allocated to us for financial reporting purposes. The equity
    appreciation rights plans were terminated in connection with the acquisition
    of us Mr. Allen, and these costs will not recur.
    
 
   
(b) Basic penetration represents basic customers as a percentage of homes
    passed.
    
 
   
(c) Premium penetration represents premium units as a percentage of basic
    customers.
    
 
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