Print Page  Close Window

SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
<PAGE>   80
of the equity interests of Charter Investment, Inc. for an aggregate purchase
price of $2.2 billion, excluding $2.0 billion in assumed debt. Charter
Communications Properties, the operating companies that formerly comprised CCA
Group and CharterComm Holdings were contributed to Charter Operating subsequent
to Mr. Allen's acquisition. Charter Communications Properties is deemed to be
our predecessor. Consequently, the contribution of Charter Communications
Properties was accounted for as a reorganization under common control.
Accordingly, the accompanying financial statements for periods prior to December
24, 1998 include the accounts of Charter Communications Properties. The
contributions of the operating companies that formerly comprised CCA Group and
CharterComm Holdings were accounted for in accordance with purchase accounting.
Accordingly, the financial statements for periods after December 23, 1998
include the accounts of Charter Communications Properties, CCA Group and
CharterComm Holdings.
     In April 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests. The owner of the remaining partnership interests retained voting
control of Marcus Cable. In October 1998, Marcus Cable entered into a management
consulting agreement with Charter Investment, Inc., pursuant to which Charter
Investment, Inc. provided management and consulting services to Marcus Cable and
its subsidiaries which own the cable systems. This agreement placed the Marcus
cable systems under common management with the cable systems of the Charter
companies acquired by Mr. Allen in December 1998.
     In February 1999, Marcus Holdings was formed and all of Mr. Allen's
interests in Marcus Cable were transferred to Marcus Holdings. In March 1999,
Mr. Allen acquired the remaining interests in Marcus Cable, including voting
control, which interests were transferred to Marcus Holdings. In April 1999, Mr.
Allen merged Marcus Holdings into Charter Holdings, and the operating
subsidiaries of Marcus Holdings and all of the cable systems they owned came
under the ownership of Charter Holdings and, in turn, Charter Operating. For
financial reporting purposes, the merger of Marcus Holdings with and into
Charter Holdings was accounted for as an acquisition of Marcus Holdings
effective March 31, 1999, and accordingly, the results of operations of Marcus
Holdings have been included in the financial statements of Charter
Communications Holding Company since that date.
     In the second and third quarters of 1999, direct or indirect subsidiaries
of Charter Holdings acquired Renaissance, American Cable, Greater Media systems,
Helicon, Vista, a certain cable system of Cable Satellite and Rifkin for a total
purchase price of approximately $2.0 billion which included assumed debt of $351
million. See "Business -- Acquisitions" and "Description of Certain