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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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     - Falcon Holding and certain other Falcon parties will have "piggyback"
       registration rights and, beginning 180 days after the offering, up to
       four "demand" registration rights with respect to the Class A common
       stock issued in exchange for the membership units in Charter
       Communications Holding Company.
    
 
   
         (1) The demand registration rights must be exercised with respect to
             tranches of Class A common stock worth at least $40 million at the
             time of notice of demand or at least $60 million at the initial
             public offering price. A majority of the holders of Class A common
             stock making a demand may also require us to satisfy our
             registration obligations by filing a shelf-registration statement.
    
 
   
         (2) We have the option to purchase the membership units if the issuance
             of shares of our Class A common stock in exchange for these units
             would require registration under the Securities Act. We intend to
             register the shares of our Class A common stock issuable in
             exchange for these units for resale pursuant to a shelf
             registration statement on Form S-1 and we are seeking the agreement
             by the Falcon sellers not to transfer the shares prior to 180 days
             after the completion of this offering.
    
 
   
     The Falcon cable systems to be acquired are located in California and the
Pacific Northwest, Missouri, North Carolina, Alabama and Georgia and serve
approximately 1,008,000 customers. For the six months ended June 30, 1999, the
cable systems to be acquired had revenues of approximately $212.2 million. For
the year ended December 31, 1998, the cable systems to be acquired had revenues
of approximately $307.6 million. As of June 30, 1999, $375.0 million total
principal amount of Falcon senior debentures and $15.0 million total principal
amount of Falcon subordinated notes were outstanding and the accreted value of
the Falcon senior discount debentures was $308.7. In addition, $967.0 million
was outstanding under the Falcon credit facilities. As of the date Approximately
7% of the customers of the systems to be acquired are currently served by
systems with at least 550 megahertz bandwidth capacity. Following regulatory
approvals, we anticipate that the transaction will close during the fourth
quarter of 1999. Either we or the sellers may terminate the agreement if the
acquisition is not completed on or prior to November 30, 2000. In connection
with the Falcon acquisition, Marc Nathanson will become a director of Charter
Communications, Inc.
    
 
   
     BRESNAN. In June 1999, Charter Communications Holding Company entered into
an agreement to purchase Bresnan Communications Company Limited Partnership for
a purchase price of approximately $1.3 billion in cash and $1.0 billion in the
form of equity in Charter Communications Holding Company. We also agreed to
assume approximately $852 million in assumed debt as of June 30, 1999. The
assumed debt portion of the purchase price will consist of a credit facility and
publicly held notes. We will make an offer to repurchase the Bresnan notes and
we may be required to repay the Bresnan credit facility. See
    
 
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