$4,931,614 for the six months ended June 30, 1999, approximately $556,000 for
the year ended December 31, 1998, approximately $204,000 for the year ended
December 31, 1997, and approximately $134,000 for the year ended December 31,
1996. In addition, we received commissions from Home Shopping Network for sales
generated by our customers totaling approximately $794,000 for the six months
ended June 30, 1999, approximately $121,000 for the year ended December 31,
1998, approximately $62,000 for the year ended December 31, 1997, and
approximately $35,000 for the year ended December 31, 1996.
Mr. Allen and Mr. Savoy are also directors of USA Networks. As of April
1999, Mr. Allen owned approximately 12.4% and Mr. Savoy owned less than 1% of
the common stock of USA Networks. Upon completion of the offering, Charter
Investment, Inc. will assign to Charter Communications Holding Company all of
its rights and obligations under its agreements with USA Networks.
OXYGEN MEDIA, INC. Oxygen provides 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
Communications Holding Company has agreed to enter into a carriage agreement
with Oxygen pursuant to which we intend to carry Oxygen programming content on
our cable systems. As of June 30, 1999, no expenses have been recognized as a
result of these agreements.
Mr. Allen and his affiliates have, and in the future likely will make,
numerous investments outside of Charter Communications Holding Company. 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. Charter Communications, Inc.'s certificate of incorporation and
Charter Communications Holding Company's operating agreement contains provisions
governing the allocation of corporate opportunities as they arise between
Charter Communications, Inc. and Mr. Allen.
We have not instituted any formal plan or arrangement to address potential
conflicts of interest.