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SEC Filings

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amount due under our credit facilities shall become due and payable. As of March
31, 1999, we are in compliance with the covenants of our credit facilities.
substantial portion of any of our future growth will be achieved through
revenues from additional services and the acquisition of additional cable
systems. We cannot assure you that we will be able to offer new services
successfully to our customers or that those new services will generate revenues.
In addition, the acquisition of additional cable systems may not have a positive
net impact on our operating results. Acquisitions involve a number of special
risks, including diversion of management's attention, failure to retain key
acquired personnel, risks associated with unanticipated events or liabilities
and difficulties in assimilation of the operations of the acquired companies,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition. If we are unable to grow our cash
flow sufficiently, we may be unable to fulfill our obligations or obtain
alternative financing.
     MANAGEMENT OF GROWTH.  As a result of the acquisition of us by Paul G.
Allen, our merger with Marcus Holdings and our recent and pending acquisitions,
we have experienced and will continue to experience rapid growth that has placed
and is expected to continue to place a significant strain on our management,
operations and other resources. Our future success will depend in part on our
ability to successfully integrate the operations acquired and to be acquired and
to attract and retain qualified personnel. The ability to retain key acquired
personnel may require additional cost for such things as severance packages or
other employee benefits. However, acquisitions historically have had minimal
employee benefit related cost and all benefit plans have been terminated with
acquired employees transferring to the Charter 401(k) Plan. The failure to
retain or obtain needed personnel or to implement management, operating or
financial systems necessary to successfully integrate acquired operations or
otherwise manage growth when and as needed could have a material adverse effect
on our business, results of operations and financial condition.
     REGULATION AND LEGISLATION.  Cable systems are extensively regulated at the
federal, state, and local level. Rate regulation of cable systems has been in
place since passage of the 1992 Cable Act, although the scope of this regulation
recently was sharply contracted. Since March 31, 1999, rate regulation exists
only with respect to the lowest level of basic cable service and associated
equipment. This change affords cable operators much greater pricing flexibility,
although Congress could revisit this issue if confronted with substantial rate
     Cable operators also face significant regulation of their channel capacity.
They currently can be required to devote substantial capacity to the carriage of
programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access users, and
unaffiliated commercial leased access programmers. This carriage burden could
increase in the future, particularly if the Federal Communications Commission
were to require cable systems to carry both the analog and digital versions of
local broadcast signals or if it were to allow unaffiliated internet service
providers seeking direct cable access to invoke commercial leased access rights
originally devised for video programmers. The Federal Communications Commission
is currently conducting proceedings in which it is considering both of these
channel usage possibilities.
     The 1992 Cable Act and the Federal Communications Commission's rules
implementing that act generally have increased the administrative and
operational expenses of cable television systems and have resulted in additional
regulatory oversight by the