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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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newly-issued membership interests in Charter Communications Holding Company,
thereby becoming the controlling member of Charter Communications Holding
Company. Charter Communications Holding Company will also raise additional
equity through the issuance of membership interests to Vulcan Cable III. Charter
Communications Holding Company will consequently be owned by Charter Investment,
Charter Communications, Inc. and Vulcan Cable III. The equity interests of each
of these owners has not yet been determined. We will continue to be 100% owned
by Charter Communications Holding Company.
    
 
     The initial public offering will affect us in many ways, including the
following:
 
   
     - Our Management.  The current management agreement between Charter
Operating and Charter Investment, described under the heading "Certain
Relationships and Related Transactions," will be terminated and a new management
agreement will be entered into between Charter Communications, Inc. and Charter
Communications Holding Company. The new management agreement will have terms
substantially identical to the existing management agreement except that the
fees payable thereunder will only allow Charter Communications, Inc. to be
reimbursed for its actual expenses. This agreement will apply to us and all of
our subsidiaries.
    
 
   
     - Option Plan.  After the initial public offering, each membership interest
in Charter Communications Holding Company held as a result of an exercise of an
option will automatically be exchanged into shares of Class A common stock of
Charter Communications, Inc. Any shares of Class A common stock received in any
such exchange will be subject to purchase by Mr. Allen or Charter Communications
Holding Company in the event of the termination of the employment or consulting
relationship of the optionee for cause as described in "Management -- Option
Plan."
    
 
   
     - Business Activities.  It is contemplated that, upon the completion of the
initial public offering, we will not be permitted to engage in business activity
other than the cable transmission of video, audio and data unless Mr. Allen
first determines not to pursue the particular business activity. See "Risk
Factors -- We will not be able to engage in any business other than the cable
transmission of video, audio and data unless Mr. Allen first determines not to
pursue that particular business activity."
    
 
OVERVIEW
 
   
     Approximately 85% of our revenues are primarily attributable to monthly
subscription fees charged to customers for our basic, expanded basic and premium
cable television programming services, equipment rental and ancillary services
provided by our cable television systems. In addition, we derive other revenues
from installation and reconnection fees charged to customers to commence or
reinstate service, pay-per-view programming, where users are charged a fee for
individual programs requested, advertising revenues and commissions related to
the sale of merchandise by home shopping services. We have generated increases
in revenues in each of the past three fiscal years, primarily through internal
customer growth, basic and expanded tier rate increases and acquisitions as well
as innovative marketing such as our MVP package of premium services. This
entitles customers to receive a substantial discount on bundled premium services
of HBO, Showtime, Cinemax and The Movie Channel. The MVP package has increased
premium revenue by 3.4% and premium cash flow by 5.5% in the initial nine months
of this program. We are beginning to offer our customers several other services,
which are expected to significantly contribute to our revenue. One of these
services is digital cable, which provides subscribers with additional
programming options. We are also offering high
    
 
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