Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   28
 
pending acquisitions are also subject to a number of other closing conditions.
We cannot assure you as to when, or if, each such acquisition will be
consummated. Any delay, prohibition or modification could adversely affect the
terms of a pending acquisition or could require us to abandon an otherwise
attractive opportunity and possibly forfeit earnest money.
 
OUR PENDING ACQUISITIONS MAY NOT BE CONSUMMATED AND IF NOT CONSUMMATED, OUR
MANAGEMENT WILL HAVE BROAD DISCRETION WITH RESPECT TO THE USE OF THE PROCEEDS
ALLOCATED TO SUCH ACQUISITIONS.
 
     The consummation of each of our pending acquisitions is subject to a number
of conditions. If these conditions are not materially met, the relevant
acquisition may not be consummated. We cannot assure you that any or all of
these acquisitions will be consummated on the terms described in this
prospectus, or at all. This offering is not contingent or in any way dependent
on the consummation of any or all of these acquisitions. If any of these
acquisitions is not consummated, a significant portion of the net proceeds from
the offering will not be designated for a specific use. In these circumstances,
our management will have broad discretion with respect to the use of the
proceeds of the offering and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately.
 
                                  OUR BUSINESS
 
WE HAVE SUBSTANTIAL EXISTING DEBT AND WILL INCUR SUBSTANTIAL ADDITIONAL DEBT,
WHICH COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND AFFECT OUR ABILITY TO
OBTAIN FINANCING IN THE FUTURE AND REACT TO CHANGES IN OUR BUSINESS.
 
   
     We have a significant amount of debt. As of June 30, 1999, pro forma for
our pending acquisitions and acquisitions completed since that date, our total
debt was approximately $13.1 billion and our total stockholders' equity was
approximately $2.8 billion. Our significant amount of debt could have important
consequences to you. For example, it could:
    
 
     - make it more difficult for us to satisfy our obligations under our credit
       facilities and to our noteholders;
 
     - increase our vulnerability to general adverse economic and cable industry
       conditions, including interest rate fluctuations, because much of our
       borrowings are and will continue to be at variable rates of interest;
 
     - require us to dedicate a substantial portion of our cash flow from
       operations to payments on our debt, which will reduce our funds available
       for working capital, capital expenditures, acquisitions of additional
       systems and other general corporate expenses;
 
     - limit our flexibility in planning for, or reacting to, changes in our
       business and the cable industry generally;
 
                                       25