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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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loans, distributions or other payments to Charter Communications Holding Company
or to us.
 
WE COULD BE DEEMED AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF
1940. THIS WOULD IMPOSE SIGNIFICANT RESTRICTIONS ON US AND WOULD BE LIKELY TO
HAVE A MATERIAL ADVERSE IMPACT ON OUR GROWTH, FINANCIAL CONDITION AND RESULTS OF
OPERATION.
 
     If anything were to happen which would cause us to be deemed an investment
company, the Investment Company Act would impose significant restrictions on us,
including severe limitations on our ability to borrow money, to issue additional
capital stock and to transact business with affiliates. In addition, because our
operations are very different from those of the typical registered investment
company, regulation under the Investment Company Act could affect us in other
ways that are extremely difficult to predict. In sum, if we were deemed to be an
investment company it could become impractical for us to continue our business
as currently conducted and our growth, our financial condition and our results
of operations could suffer materially.
 
   
     Following the offering, our principal asset will be our equity interest in
Charter Communications Holding Company. If our membership interest in Charter
Communications Holding Company were to constitute less than 50% of the voting
securities issued by Charter Communications Holding Company, then our interest
in Charter Communications Holding Company could be deemed an "investment
security" for purposes of the Investment Company Act. This may occur, for
example, if a court determines that the Class B common stock is no longer
entitled to special voting rights and, in accordance with the terms of the
Charter Communications Holding Company limited liability company agreement, our
membership units in this company were to lose their special voting privileges. A
determination that such investment was an investment security could cause us to
be deemed to be an investment company under the Investment Company Act, unless
an exclusion from registration were available or we were to obtain an order of
the Securities and Exchange Commission excluding or exempting us from
registration under this Act.
    
 
   
IF A COURT DETERMINES THAT THE CLASS B COMMON STOCK IS NO LONGER ENTITLED TO
SPECIAL VOTING RIGHTS, CHARTER COMMUNICATIONS, INC. WOULD LOSE ITS RIGHTS TO
MANAGE CHARTER COMMUNICATIONS HOLDING COMPANY. IN ADDITION TO THE INVESTMENT
COMPANY RISKS DISCUSSED ABOVE, THIS COULD MATERIALLY IMPACT THE VALUE OF YOUR
INVESTMENT IN THE CLASS A COMMON STOCK.
    
 
   
     If a court determines that the Class B common stock is no longer entitled
to special voting rights, Charter Communications, Inc. would no longer have a
controlling voting interest in, and would lose its right to manage, Charter
Communications Holding Company. If this were to occur:
    
 
   
     - Charter Communications, Inc. would retain its proportional equity
       interest in Charter Communications Holding Company but would lose all of
       its powers to direct the management and affairs of Charter Communications
       Holding Company and its subsidiaries;
    
 
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