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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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THE FAILURE TO OBTAIN NECESSARY REGULATORY APPROVALS, OR TO SATISFY OTHER
CLOSING CONDITIONS, COULD IMPEDE THE CONSUMMATION OF A PENDING ACQUISITION. THIS
WOULD PREVENT OR DELAY OUR STRATEGY TO EXPAND OUR BUSINESS AND INCREASE
REVENUES.
 
     Our pending acquisitions are subject to regulatory approvals, including the
approval of state and local franchising authorities and the Federal Trade
Commission under the Hart-Scott-Rodino Act. We cannot assure you that we will be
able to obtain the necessary approvals and as to when, or if, each such
acquisition will be consummated. Any delay, prohibition or modification could
adversely affect the terms of a pending acquisition or could require us to
abandon an otherwise attractive opportunity and forfeit purchase deposit
amounts.
 
OUR PENDING ACQUISITIONS MAY NOT BE CONSUMMATED AND IF NOT CONSUMMATED, OUR
MANAGEMENT WILL HAVE BROAD DISCRETION WITH RESPECT TO THE USE OF THE PROCEEDS
ALLOCATED TO SUCH ACQUISITIONS.
 
     The consummation of each of our pending acquisitions is subject to a number
of conditions. If these conditions are not materially met, the relevant
acquisition may not be consummated. We cannot assure you that any or all of
these acquisitions will be consummated on the terms described in this
prospectus, or at all. This offering is not contingent or in any way dependent
on the consummation of any or all of these acquisitions. If any of these
acquisitions is not consummated, a significant portion of the net proceeds from
the offering will not be designated for a specific use. In these circumstances,
our management will have broad discretion with respect to the use of the
proceeds of the offering and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately.
 
MR. ALLEN HAS THE ABILITY TO CONTROL MATTERS ON WHICH CCI'S STOCKHOLDERS MAY
VOTE.
 
     Following the offering, Mr. Allen will own high vote Class B common stock
representing   % of the voting power of CCI's capital stock. CCI, as the sole
manager and owner of more than 50% of the voting power of Charter Holdco, will
control Charter Holdco. Accordingly, Mr. Allen will have the ability to control
fundamental corporate transactions requiring equity holder approval, including,
without limitation, the election of all of our directors and approval of merger
transactions involving us and sales of all or substantially all of our assets.
Control by Mr. Allen may have the effect of preventing or discouraging
transactions involving an actual or potential change of control. This may
include a transaction in which holders of Class A common stock might otherwise
receive a premium for their shares over the then-current market price.
 
MR. ALLEN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.
 
     Mr. Allen's direct ownership of shares of CCI's high vote Class B common
stock and indirect ownership of membership units in Charter Holdco and his
service as Chairman of our board of directors could create conflicts of interest
if he is faced with decisions that could have implications both for him
personally or other entities in which he has an interest and for us and the
holders of Class A common stock. These include decisions regarding potential
acquisitions of businesses, competitive positioning in markets, the issuance or
disposition of securities, the election of new or additional directors, the
payment of dividends and other matters. Further, through his effective control
of our management and affairs, Mr. Allen could cause us to enter into contracts
with another corporation in which he owns an interest or cause us to decline a
transaction entered into by him or an entity in which he owns an interest.
 
     Mr. Allen and his affiliates may engage in other businesses involving the
operation of cable television systems, video programming, high-speed Internet
access or electronic commerce or other businesses that compete or may in the
future compete with us, subject to the provisions of CCI's certificate of
incorporation and Charter Holdco's operating agreement summarized in "Certain
Relationships and Related Transactions -- Allocation of Business Opportunities
with Mr. Allen". In addition, Mr. Allen and his affiliates currently engage and
may engage in the future in businesses that are complementary to our cable
television business. Accordingly, conflicts
 
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