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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   74
 
   
     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.
    
 
   
     The Avalon, Fanch and Falcon acquisitions are expected to close in the
fourth quarter of 1999. We plan to fund these 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 the committed Falcon bridge loan
facility. The Bresnan acquisition is expected to close in the first quarter of
2000. We will need to raise the $1.7 billion shortfall 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.
    
 
   
     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 amounts shown above as current liabilities to Rifkin, Falcon and
Bresnan sellers represent the possible obligations that we may owe to these
sellers based on the possible violations of Section 5 of the Securities Act in
connection with the issuance of membership units to these sellers.
    
 
   
(g) Represents the elimination of deferred income tax assets and liabilities.
    
 
   
(h) Represents the elimination of the unamortized historical cost of various
    assets based on the allocation of purchase price (see (e) above) as follows
    (dollars in thousands):
    
 
   

<TABLE>
<S>                                                           <C>
Subscriber lists............................................  $  (528,890)
Noncompete agreements.......................................      (14,871)
Deferred financing costs....................................      (59,746)
Goodwill....................................................     (738,127)
Escrow deposit -- Avalon....................................      (50,000)
Other assets................................................      (94,268)
                                                              -----------
                                                               (1,485,902)
Less-accumulated amortization...............................      262,532
                                                              -----------
                                                              $(1,223,370)
                                                              ===========
</TABLE>

    
 
   
(i) Represents liabilities retained by the seller.
    
 
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