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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
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     SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133 -- An
Amendment of FASB Statement No. 133" has delayed the effective date of SFAS No.
133 to fiscal years beginning after June 15, 2000. We have not yet quantified
the impact of adopting SFAS No. 133 on our consolidated financial statements nor
have we determined the timing or method of our adoption of SFAS No. 133.
However, SFAS No. 133 could increase volatility in earnings (losses).
     In the third and fourth quarters of 1999, the Company acquired cable
television systems in five separate transactions, including an exchange of cable
systems, for an aggregate purchase price of $3.1 billion. The exchange of cable
television systems will be recorded at the fair value of the systems exchanged.
The Company has also entered into definitive agreements to purchase additional
cable television systems, for approximately $9.9 billion. The additional
acquisitions are expected to close no later than March 31, 2000.
     Pursuant to a membership interests purchase agreement, as amended, Vulcan
Cable III, a company controlled by Paul G. Allen, contributed $500 million on
August 10, 1999 to CCHC, contributed an additional $180.7 million in certain
equity interests acquired in connection with the acquisition of Rifkin
Acquisition Partners, L.L.L.P. and Interlink Communications Partners, LLP
(Rifkin) in September 1999 and contributed $644.3 million in September 1999 to
CCHC. All funds will be contributed by CCHC to Charter Holdings.
     After the issuance of Class A common stock (IPO) by Charter Communications,
Inc. and the completion of three acquisitions by CCHC, CCHC will have four
separate classes of common membership units designated as Class A, Class B,
Class C, and Class D and one class of preferred membership units designated as
Class A. The Class A common membership units have been acquired by Charter
Investment, Inc. and Vulcan Cable III Inc. Concurrently with the closing of the
IPO, Charter Communications, Inc. will contribute the proceeds of the IPO to
CCHC in exchange for the Class B common membership units. The Class C common
membership units will be acquired by the sellers of Bresnan Communications
Company Limited Partnership upon closing of that acquisition. The Class D common
membership units may be acquired by the sellers of Falcon Communications, L.P.
at their option as a portion of the purchase price upon closing of that
transaction. Upon closing of the Rifkin acquisition, certain sellers received
133,312,118 Class A preferred membership units with an aggregate value of $133.3
million. Any matters that require voting will require the affirmative vote of
the Class B common membership units. Charter Communications, Inc. will own all
Class B common membership units immediately after the IPO and therefore will
control CCHC.