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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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     We plan to fund the Avalon, Fanch and Falcon acquisitions with the proceeds
of the offering, Mr. Allen's equity contributions through Vulcan Cable III Inc.,
borrowings under committed credit facilities and equity issued to specified
sellers in the Falcon acquisition. We plan to fund any repurchases of Falcon
debentures and notes that are put to us with borrowings under the committed
Falcon bridge loan facility, or other debt financing if available.
    
 
   
     Available and committed sources of funds will not be sufficient to
consummate our pending acquisitions and fund related obligations. In connection
with our acquisitions, we may need to raise additional amounts up to a total of
approximately $4.36 billion.
    
 
   
     We will need to raise approximately $1.72 billion by borrowing under credit
facilities at Bresnan that have not yet been arranged and/or by issuing debt or
equity securities of Charter Communications, Inc. or Charter Communications
Holding Company to fund:
    
 
   
     - approximately $0.87 billion of the Bresnan purchase price;
    
 
   
     - approximately $0.50 billion in outstanding Bresnan credit facility
       borrowings that we would have to repay if we are unable to assume and
       amend the existing Bresnan credit facilities; and
    
 
   
     - approximately $0.35 billion in Bresnan notes that we expect to be put to
       us in connection with required change of control offers for these notes.
    
 
   
     In addition, we will have to raise approximately $2.64 billion of
additional financing if we are required to pay:
    
 
   
     - approximately $0.71 billion to repurchase outstanding notes of Falcon if
       committed bridge loan financing does not close;
    
 
   
     - approximately $0.27 billion to repurchase outstanding notes of Avalon;
    
 
   
     - approximately $1.57 billion to repurchase equity interests issued or to
       be issued to specified sellers in connection with a number of our
       acquisitions; and
    
 
   
     - approximately $0.09 billion to InterMedia if we do not obtain timely
       regulatory approvals for our transfer to InterMedia of an Indiana cable
       system and we are unable to transfer replacement systems.
    
 
   
     We cannot assure you that we will be able to raise the financing necessary
to consummate our pending acquisitions and to satisfy the obligations described
above. If we are unable to raise the financing necessary to satisfy any or all
of these obligations, we may be unable to close our pending acquisitions and
could be in default under one or more other obligations. In any such case, the
relevant sellers or creditors could initiate legal proceedings against us,
including under bankruptcy and reorganization laws, for any damages they suffer
as a result of our non-performance. Any such action could trigger defaults under
our other obligations, including our credit facilities and debt instruments.
    
 
     The Unaudited Pro Forma Financial Statements of Charter Communications,
Inc. do not purport to be indicative of what our financial position or results
of operations would actually have been had the transactions described above been
completed on the dates indicated or to project our results of operations for any
future date.
 
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