Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
<PAGE>   26

            5.10.5. Except as set forth on Schedule 5.10, all necessary FAA
approvals have been obtained and all necessary FCC tower registrations have been
filed with respect to the height and location of towers used in connection with
the operation of the Systems, and such towers are being operated in compliance
in all material respects with applicable FCC and FAA rules. The ownership,
height (with and without appurtenances), location (address, latitude, longitude
and ground elevation), structure type and FCC call signs of each tower used in
connection with the operation of the Systems are correctly described on Schedule
5.10. To the extent applicable, IPWT has delivered to Charter true and correct
copies of the FAA final determinations that are available and FCC registrations
for all such towers.

      5.11. Intellectual Property. Except for Intellectual Property which
constitutes Excluded Assets and the Intellectual Property described on Schedule
4.1(b), neither IPWT, IPSE nor RMG possesses any Intellectual Property related
to or material to the operation of the Systems and neither IPWT, IPSE nor RMG is
a party to any license or royalty agreement with respect to any such
Intellectual Property, except for licenses respecting program material, licenses
incidental to any Systems Contracts and obligations under the Copyright Act of
1976, as amended, including all rules, regulations, orders and policies of the
U.S. Copyright Office thereunder (the "Copyright Act") applicable to cable
television systems generally. To the Knowledge of IPWT, the Systems and the
Cable Business have been operated, and RMG has otherwise operated its business,
in such a manner so as not to violate or infringe upon the rights, or give rise
to any rightful claim of any Person for copyright, trademark, service mark,
patent or license infringement or the like.

      5.12. Financial Statements.

            5.12.1. The unaudited statements of income of West Tennessee
Systems, the Dickson, Joelton and Lynchburg Systems and the Kingsport Systems
for the years ended December 31, 1997 and 1998, attached hereto as Schedule
5.12.1, are in accordance with the books and records of IPWT, IPSE or RMG, as
appropriate, were prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods covered thereby,
and, except as may be described therein, present fairly the operating results of
the West Tennessee Systems, the Dickson, Joelton and Lynchburg Systems and the
Kingsport Systems on a System-by-System basis, for the periods indicated,
subject only to standard year-end adjustments and the omission of footnotes
thereto. The unaudited statements of income of RMG for the years ended December
31, 1997 and 1998, together with the unaudited balance sheet of RMG as of
December 31, 1998, attached hereto as Schedule 5.12.2, are in accordance with
the books and records of RMG and were prepared in accordance with generally
accepted accounting principles, except as may be described therein, applied on a
consistent basis throughout the periods covered thereby. Within thirty (30) days
of the date hereof, IPWT will deliver to Charter unaudited statements of income
of RMG (excluding the Brentwood System) for the years ended December 31, 1997
and 1998. Except as may be described therein, (i) such unaudited statements of
income present fairly the operating results of RMG for the periods indicated,
and (ii) such unaudited balance sheet presents fairly the financial condition,
assets and liabilities, and shareholders' equity of RMG as of December 31, 1998,
subject, in each case, only to standard year-end adjustments and the omission of
footnotes thereto.

      5.13. Absence of Certain Changes or Events. Except as set forth on
Schedule 5.13, since December 31, 1998, there has been no (i) material adverse
change in, nor has any event or events (other than any affecting the cable
television industry generally) occurred that, individually or in the aggregate,
are reasonably likely to result in a material adverse change in the Assets, the
Cable Business, the operations, condition (financial or otherwise) or results of
operations of the Systems, taken as a whole and (ii) material change in
accounting principles or practices with respect to the