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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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     USA NETWORKS.  USA Networks operates USA Network and The Sci-Fi Channel,
which are cable television networks. USA Networks also operates Home Shopping
Network, which is a retail sales program available via cable television systems.
On May 1, 1994, Charter Investment signed an Affiliation Agreement with USA
Networks. Pursuant to this Affiliation Agreement, USA Networks has agreed to
provide their programming for broadcast via our cable television systems. The
term of the Affiliation Agreement is until December 30, 1999. All of Charter
Investment's operations take place at the subsidiary level and it is through
Charter Investment that we derive our rights and obligations with respect to USA
Networks. The Affiliation Agreement grants us the nonexclusive right to
cablecast the USA Network programming service. We pay USA Networks a monthly fee
for the USA Network programming service based on the number of subscribers in
each of our systems and the number and percentage of such subscribers receiving
the USA Network programming service. Additionally, we agreed to use best efforts
to publicize the schedule of the USA Network programming service in the
television listings and program guides which we distribute.
 
     Mr. Allen and Mr. Savoy are also directors of USA Networks.
 
     OXYGEN MEDIA, INC.  Oxygen expects to begin providing content aimed at the
female audience for distribution over the Internet and cable television systems.
Vulcan Ventures has agreed to invest up to $100 million in Oxygen. In addition,
Charter Investment has agreed to enter into a carriage agreement with Oxygen
pursuant to which we intend to carry Oxygen programming content on our cable
systems.
 
     Mr. Allen and his affiliates have, and in the future likely will make,
numerous investments outside of CCI. We cannot assure you that in the event that
we or any of our subsidiaries enter into transactions in the future with any
affiliate of Mr. Allen, that such transactions will be on terms as favorable to
us as terms we might have obtained from an unrelated third party. Also,
conflicts could arise with respect to the allocation of corporate opportunities
between us and Mr. Allen and his affiliates. We have entered into an agreement
governing with Mr. Allen the allocations of corporate opportunities as they
arise.
 
     We have not instituted any formal plan or arrangement to address potential
conflicts of interest.
 
TRANSACTIONS WITH MANAGEMENT AND OTHERS
 
     ALLEN INVESTMENT AND CHARTER HOLDCO.  On December 21, 1998, Mr. Allen
contributed $431 million to Charter Investment and received non-voting common
stock of Charter Investment. Such non-voting common stock was converted to
voting common stock on December 23, 1998.
 
     On December 23, 1998, Mr. Allen contributed $1.33 billion to Charter
Investment and received voting common stock of Charter Investment. Additionally,
Charter Investment borrowed $6.24 million in the form of a bridge loan from Mr.
Allen. This bridge loan was contributed by Mr. Allen to Charter Investment in
March 1999. No interest on the bridge loan was accrued or paid by Charter
Investment. On the same date, Mr. Allen also contributed $223.5 million to
Vulcan Cable II, Inc., a company owned by Mr. Allen. Vulcan II was merged with
and into Charter Investment.
 
     On January 5, 1999, Charter Investment borrowed $132.2 million in the form
of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen
to Charter Investment in March 1999. No interest on the bridge loan was accrued
or paid by Charter Investment. On the same date, Mr. Allen also acquired
additional voting common stock of Charter Investment from Jerald L. Kent, Howard
L. Wood and Barry L. Babcock for an aggregate purchase price of $176.7 million.
 
     On January 11, 1999, Charter Investment borrowed $25 million in the form of
a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen to
Charter Investment in March 1999. No interest on the bridge loan was accrued or
paid by Charter Investment.
 
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