Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
<PAGE>   37
in the balance sheet of the Falcon Companies included in the Falcon Financial
Statements, other than indebtedness, liabilities and obligations that were
incurred in the ordinary course of business after December 31, 1998, or that
would not, in the aggregate, reasonably be expected to be material in accordance
with GAAP.

                  (b) As of the date hereof, except as provided in or arising
pursuant to the loan or credit agreements, notes, bonds, indentures and other
agreements and instruments listed in Schedule 3.6, or under certain of the
property leases listed in Schedule 3.8, the Falcon Companies have no
Indebtedness.

         3.7 Absence of Certain Changes. Between December 31, 1998 and the date
of this Agreement, except as disclosed in Schedule 3.7 and except for matters
occurring after the date hereof that are permitted by the provisions of this
Agreement or consented to by Buyer, no Falcon Company has:

                  (a) made any sale, assignment, lease or other transfer of
assets other than in the ordinary course of business;

                  (b) issued any note, bond or other debt security or created,
incurred, assumed or guaranteed any Indebtedness;

                  (c) made or promised any material increase in the salary or
other compensation payable or to become payable to any executive officer or
other employee of any Falcon Company other than in the ordinary course of
business or as contemplated under any employment or bonus arrangement currently
in effect;

                  (d) entered into any transaction, other than transactions
entered into in the ordinary course of business, which would be required to be
presented in the audited financial statements of the Falcon Companies and the
notes thereto prepared in conformity with GAAP, applied in a manner consistent
with the past practices of the Falcon Companies relating to the preparation of
audited financial statements of the Falcon Companies;

                  (e) amended or terminated any Material Contract, or any
material License, agreement or understanding to which any Falcon Company is a
party, except in the ordinary course of business;

                  (f) waived or released any material right or claim relating to
any Falcon Company or the Systems except in the ordinary course of business;
provided, however, that all material rights or claims related to any Falcon
Company or the Systems waived or released between December 31, 1998 and the date
of this Agreement are set forth on Schedule 3.7; or

                  (g) entered into an agreement to do any of the things
described in the preceding clauses (a) through (f).

                                       27