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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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     Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover page of this
prospectus. Any shares sold by the underwriters to securities dealers may be
sold at a discount of up to $      per share from the initial public offering
price. Any such securities dealers may resell any shares purchased from the
underwriters to certain other brokers or dealers at a discount of up to $
per share from the initial public offering price. If all of the shares are not
sold at the initial public offering price, the representatives may change the
offering price and the other selling terms.
     Charter Communications, Inc. and Charter Communications Holding Company
have entered into an underwriting agreement with the underwriters for the
international offering of 25,500,000 shares of Class A common stock outside the
United States and Canada. The terms and conditions of both offerings are the
same and the sale of shares in both offerings are conditioned on each other.
Goldman Sachs International, Bear, Stearns International Limited, Morgan Stanley
& Co. International Limited, Donaldson, Lufkin & Jenrette International, Merrill
Lynch International and Salomon Brothers International Limited are
representatives of the international underwriters. Charter Communications, Inc.
has granted the international underwriters an option similar to that granted the
U.S. underwriters to purchase up to an aggregate of an additional 3,825,000
     The underwriters for both of the offerings have entered into an agreement
in which they have agreed to restrictions on where and to whom they and any
dealer purchasing from them may offer shares as a part of the distribution of
the shares. The underwriters have also agreed that they may sell shares among
each of the underwriting groups.
     Charter Communications, Inc., all of its directors and executive officers,
Charter Communications Holding Company, Charter Investment, Inc. and Vulcan
Cable III Inc. have agreed with the underwriters not to dispose of or hedge any
of their Class A common stock or securities convertible into or exchangeable for
Class A common stock during the period from the date of this prospectus
continuing through the date 180 days after the date of this prospectus, except
with the prior written consent of Goldman, Sachs & Co. and except that Charter
Communications, Inc. and Charter Communications Holding Company will be entitled
to offer and sell convertible debt, convertible preferred or other equity
securities to finance a portion of the Bresnan acquisition purchase price. The
Rifkin sellers and the Bresnan sellers who received or will receive Charter
Communications Holding Company membership units have agreed to similar
restrictions. See "Shares Eligible for Future Sale" for a discussion of certain
transfer restrictions.
     Prior to the offering, there has been no public market for the shares. The
initial public offering price will be negotiated among Charter Communications,
Inc. and the representatives. Among the factors to be considered in determining
the initial public offering price of the shares, in addition to prevailing
market conditions, will be our historical performance, estimates of our business
potential and our earnings prospects, an assessment of our management and the
consideration of the above factors in relation to market valuation of companies
in related businesses.