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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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financial condition and results of operations. See "Certain Relationships and
Related Transactions -- Allocation of Business Opportunities with Mr. Allen."
 
OUR MANAGEMENT WILL BE RESPONSIBLE FOR MANAGING OTHER CABLE OPERATIONS AND WILL
NOT DEVOTE THEIR FULL TIME TO OUR OPERATIONS. THIS COULD IMPAIR OUR OPERATING
RESULTS AND GIVE RISE TO CONFLICTS OF INTEREST.
 
   
     Mr. Allen and certain other of our affiliates, including our direct parent,
Charter Communications Holding Company, have agreed to acquire, and may from
time to time in the future acquire, cable systems in addition to those owned or
acquired by us. To date, such affiliates have signed agreements to purchase
cable systems with a total of approximately 2.5 million customers. Although in
the past, Charter Investment has assigned certain of their acquisitions to us,
there is no present intention on the part of Charter Investment or any of our
other affiliates to contribute any additional acquisitions to us or to any of
our subsidiaries.
    
 
     Charter Investment, of which Mr. Allen is the majority owner, as well as
some of the officers of Charter Investment who currently manage our cable
systems, will have a substantial role in managing these outside systems. Charter
Investment and its officers and employees now devote substantially all of their
time to managing our systems. However, when such persons begin to manage outside
cable systems as well, the time they devote to managing our systems will be
correspondingly reduced. This could impair our results of operations. Moreover,
allocating managers' time and other resources of Charter Investment between our
systems and outside systems held by our affiliates could give rise to conflicts
of interest. Charter Investment does not have or plan to create formal
procedures for determining whether and to what extent outside cable television
systems described above will receive priority with respect to personnel
requirements.
 
THE LOSS OF CERTAIN KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO MANAGE
OUR BUSINESS.
 
     Our operations are managed by Charter Investment which, in turn, is managed
by a small number of key executive officers, including Jerald L. Kent. The loss
of the services of these individuals, and, in particular, of Mr. Kent, could
adversely affect our ability to manage our business which, in turn, could
adversely affect our financial condition and results of operations.
 
DATA PROCESSING FAILURES AFTER DECEMBER 31, 1999 COULD SIGNIFICANTLY DISRUPT OUR
OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUES AND OTHER DIFFICULTIES.
 
     The year 2000 problem affects our owned and licensed computer systems and
equipment used in connection with internal operations. It also affects our
non-information technology systems, including embedded systems in our buildings
and other infrastructure. Additionally, since we rely directly and indirectly,
in the regular course of business, on the proper operation and compatibility of
third party systems, the year 2000 problem could cause these systems to fail,
err, or become incompatible with our systems.
 
     Much of our assessment efforts regarding the year 2000 problem has
involved, and depends on, inquiries to third party service providers. Some of
these third parties that have certified the readiness of their products will not
certify that such products have operating compatibility with our systems. If we,
or a significant third party with whom we communicate and do business through
computers, fails to become year 2000 ready, or if the year 2000 problem causes
our systems to become internally incompatible or
 
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