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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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     - 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.
     For a description of our recently completed and pending acquisitions, see
"Business -- Acquisitions".
     The following table sets forth the anticipated sources and uses of funds
(in millions) as of the anticipated closing dates for our pending acquisitions
and acquisitions closed since June 30, 1999 based on the following assumptions:
         (1) Mr. Allen, through Vulcan Cable III Inc., had made a total equity
             contribution of $1.325 billion to Charter Communications Holding
             Company in exchange for membership units;
         (2) Mr. Allen, through Vulcan Cable III Inc., had purchased membership
             units from Charter Communications Holding Company for $750 million;
         (3) the initial public offering price per share is $18.00, which is the
             mid-point of the range appearing on the cover of this prospectus;
         (4) all of the Helicon and Rifkin notes had been purchased through
             tender offers;
         (5) we had arranged new credit facilities at Falcon, Avalon and Fanch
             for which we have received commitments;
         (6) we had raised additional financing by borrowing under credit
             facilities at Bresnan that have not yet been arranged;
         (7) the Avalon notes had not been put to us as permitted by the
             indentures pursuant to change of control provisions;
         (8) the Falcon bridge loan facility will close;
         (9) all of the Falcon and Bresnan notes and debentures had been put to
             us as permitted by the respective indentures pursuant to change of
             control provisions. We expect to repurchase the Falcon notes and
             debentures with proceeds from the Falcon bridge loan facility. We
             expect to repurchase the