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Louisiana; and West Sacramento and San Luis Obispo, California. In addition, we
lease space for our regional data center located in Dallas, Texas and additional
locations for business offices throughout our operating regions. Our headend
locations are generally located on owned or leased parcels of land, and we
generally own the towers on which our equipment is located.
     All of our properties and assets are subject to liens securing payment of
indebtedness under the existing credit facilities. We believe that our
properties are in good operating condition and are suitable and adequate for our
business operations.
     Neither Charter Holdings nor Charter Capital has any employees. As of June
30, 1999, our operating subsidiaries had approximately 4,980 full-time
equivalent employees of which 280 were represented by the International
Brotherhood of Electrical Workers. We believe we have a good relationship with
such employees and have never experienced a work stoppage.
     We have insurance to cover risks incurred in the ordinary course of
business, including general liability, property coverage, business interruption
and workers' compensation insurance in amounts typical of similar operators in
the cable industry and with reputable insurance providers. As is typical in the
cable industry, we do not insure our underground plant. We believe our insurance
coverage is adequate.
     We are involved from time to time in routine legal matters incidental to
our business. We believe that the resolution of such matters will not have a
material adverse impact on our financial position or results of operations.
     We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 to register this exchange offer. This prospectus, which
forms a part of the registration statement, does not contain all the information
included in that registration statement. For further information about us and
the new notes offered in this prospectus, you should refer to the registration
statement and its exhibits. You may read and copy any document we file with the
Securities and Exchange Commission at the public reference facilities maintained
by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Securities and Exchange Commission's regional
offices at 3475 Lenox Road, N.E., Suite 1000, Atlanta, Georgia 30326-1232.
Copies of such material may be obtained from the Public Reference Section of the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You can also review such material by accessing the
Securities and Exchange Commission's internet web site at
This site contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities and
Exchange Commission.
     We intend to furnish to each holder of the new notes annual reports
containing audited financial statements and quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year. We will also furnish to each holder of the new notes such other reports as
may be required by law.