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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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described above with respect to the Falcon acquisition. See also "Description of
Capital Stock and Membership Units" for further information.
     The Bresnan cable systems to be acquired in this acquisition are located in
Michigan, Minnesota, Wisconsin and Nebraska and serve approximately 656,000
customers. For the six months ended June 30, 1999, the Bresnan cable systems we
are buying had revenues of approximately $137.3 million. For the year ended
December 31, 1998, these systems had revenues of approximately $262.0 million.
Approximately 57% of these systems' customers are currently served by systems
with at least 550 megahertz bandwidth capacity. Following regulatory approvals,
we anticipate that this transaction will close during the first quarter of 2000.
The agreement may be terminated if the acquisition has not been completed on or
prior to May 1, 2000.
     We offer our customers a full array of traditional cable television
services and programming and we have begun to offer new and advanced high
bandwidth services such as high-speed Internet access. We plan to continually
enhance and upgrade these services, including adding new programming and other
telecommunications services, and will continue to position cable television as
an essential service.
     TRADITIONAL CABLE TELEVISION SERVICES.   As of June 30, 1999, more than 87%
of our customers subscribe to both "basic" and "expanded basic" service and
generally receive a line-up of between 33 and 85 channels of television
programming, depending on the bandwidth capacity of the system. Customers who
pay additional amounts can also subscribe for additional channels, either
individually or in packages of several channels, as add-ons to the basic
channels. As of June 30, 1999, approximately 25% of our customers subscribe for
premium channels, with additional customers subscribing for other special add-on
packages. We tailor both our basic channel line-up and our additional channel
offerings to each system according to demographics, programming preferences,
competition, price sensitivity and local regulation.
     Our traditional cable television service offerings include the following:
     - BASIC CABLE.   All of our customers receive basic cable services, which
       generally consist of local broadcast television, local community
       programming, including governmental and public access, and limited
       satellite programming. As of June 30, 1999, the average monthly fee was
       $10.59 for basic service.
     - EXPANDED BASIC CABLE.   This expanded tier includes a group of
       satellite-delivered or non-broadcast channels, such as Entertainment and
       Sports Programming Network (ESPN), Cable News Network (CNN) and Lifetime
       Television, in addition to the basic channel line-up. For the six months
       ended June 30, 1999, the average monthly fee was $19.16 for expanded
       basic service.
     - PREMIUM CHANNELS.   These channels provide unedited, commercial-free
       movies, sports and other special event entertainment programming. Home
       Box Office, Cinemax and Showtime are typical examples. We offer
       subscriptions to these