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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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recently was sharply contracted. Since March 31, 1999, rate regulation exists
only with respect to the lowest level of basic cable service and associated
equipment. Basic cable service is the service that cable customers receive for a
threshold fee. This service usually includes local television stations, some
distant signals and perhaps one or more non-broadcast services. This change
affords cable operators much greater pricing flexibility, although Congress
could revisit this issue if confronted with substantial rate increases.
     Cable operators also face significant regulation of their channel capacity.
They currently can be required to devote substantial capacity to the carriage of
programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access users, and
unaffiliated commercial leased access programmers. This carriage burden could
increase in the future, particularly if the Federal Communications Commission
were to require cable systems to carry both the analog and digital versions of
local broadcast signals or if it were to allow unaffiliated Internet service
providers seeking direct cable access to invoke commercial leased access rights
originally devised for video programmers. The Federal Communications Commission
is currently conducting proceedings in which it is considering both of these
channel usage possibilities.
     There is also uncertainty whether local franchising authorities, the
Federal Communications Commission, or the U.S. Congress will impose obligations
on cable operators to provide unaffiliated Internet service providers with
access to cable plant on non-discriminatory terms. If they were to do so, and
the obligations were found to be lawful, it could complicate our operations in
general, and our Internet operations in particular, from a technical and
marketing standpoint. These access obligations could adversely impact our
profitability and discourage system upgrades and the introduction of new
products and services.
sellers who acquired preferred membership units in connection with the Rifkin
acquisition, the Falcon and Bresnan sellers who will acquire membership units in
the Falcon and Bresnan acquisitions and the Helicon sellers who are acquiring
Class A common stock in the directed share program may have rescission rights
against Charter Communications, Inc. and/or Charter Communications Holding
Company arising out of possible violations of Section 5 of the Securities Act in
connection with the offers and sales of these equity interests. Rifkin sellers
who hold preferred membership units also have the right to cause Charter
Communications Holding Company to redeem these securities. If all of these
sellers successfully exercised their possible rescission rights, we would be
required to repurchase these equity securities for up to approximately $1.6
billion. This amount would increase to approximately $1.7 billion if the Falcon
sellers elect to receive an additional $125 million in Charter Communications
Holding Company membership units. If we failed to satisfy these obligations,
these sellers could initiate legal proceedings against us, including under
bankruptcy and reorganization laws, for damages suffered by them as a result of
our non-performance. Any such failure could trigger defaults under our other
obligations, including our credit facilities and other debt instruments.