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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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                    UNAUDITED PRO FORMA FINANCIAL STATEMENTS
 
     The following Unaudited Pro Forma Financial Statements are based on the
financial statements of Charter Holdings, CCA Group, and CharterComm Holdings.
They are adjusted to illustrate the estimated effects of our pending
acquisitions and recent acquisitions closed since June 30, 1999, as if such
acquisitions had occurred on June 30, 1999 for the Balance Sheet Data and
Operating Data, and for the estimated effects of the following transactions as
if they had occurred on January 1, 1998 for the Statement of Operations and
Other Financial Data:
 
     (1) the acquisition of us on December 23, 1998 by Paul G. Allen;
 
     (2) the acquisition of Sonic cable systems on May 20, 1998 by us;
 
     (3) the acquisition of Marcus Cable on March 31, 1999 by Paul G. Allen;
 
     (4) the acquisitions and dispositions during 1998 by Marcus Cable;
 
     (5) our merger with Marcus Holdings;
 
     (6) our recent and pending acquisitions; and
 
     (7) the refinancing of all the debt of our subsidiaries through the
         issuance of the original notes and funding under our credit facilities.
 
     The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting to the transactions listed in items (1)
through (4) and (6). The allocation of purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
valuation information of intangible assets. The valuation information is
expected to be finalized in the fourth quarter of 1999. We believe that
finalization of the purchase price will not have a material impact on the
results of operations or financial position of Charter Holdings.
 
     The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. In particular, the pro
forma adjustments assume that the sellers of Rifkin will elect all cash for
payment of the Rifkin purchase price. The Rifkin sellers may elect to take up to
$250 million of the purchase price in preferred or common equity of Charter
Holdings or, if mutually agreed to by the parties, of a parent of Charter
Holdings. The impact of such is disclosed in (f) to Note B to the Unaudited Pro
Forma Statement of Operations for the six months ended June 30, 1999 and (f) to
Note C to the Unaudited Pro Forma Statement of Operations for the year ended
December 31, 1998. We have also assumed the obligations to purchase outstanding
notes of Helicon and Rifkin through tender offers. The Helicon notes are
currently callable. In addition, we have purchased 30% of the Renaissance notes.
We have financed, and will finance these purchases through borrowings under our
credit facilities. The estimated impact on interest expense, should we be
unsuccessful in our tender offer for the Rifkin notes, is disclosed in footnote
(f) of Note B to the Unaudited Pro Forma Statement of Operations for the six
months ended June 30, 1999, and footnote (f) of Note C to the Unaudited Pro
Forma Statement of Operations for the year ended December 31, 1998. The
Unaudited Pro Forma Financial Statements and accompanying notes should be read
in conjunction with the historical financial statements and other financial
information appearing elsewhere in this prospectus, including "Capitalization"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
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