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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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tax allocation provisions is to allow Mr. Allen to take advantage for tax
purposes of the losses expected to be generated by Charter Communications
Holding Company. The limited liability company agreement further provides that
beginning at the time that Charter Communications Holding Company first becomes
profitable (as determined under the applicable federal income tax rules for
determining book profits), tax profits that would otherwise have been allocated
to Charter Communications, Inc. based generally on its percentage of outstanding
membership units of Charter Communications Holding Company will instead be
allocated to membership units held by Vulcan Cable III Inc. and Charter
Investment, Inc. In some situations, the special tax allocation provisions could
result in Charter Communications, Inc. having to pay taxes in an amount that is
more than if Charter Communications Holding Company had allocated losses and
profits to Charter Communications, Inc. based generally on its percentage of
outstanding membership units from the time of the completion of the offering.
See "Description of Capital Stock and Membership Units -- Special Allocation of
Losses".
 
                                OUR ACQUISITIONS
 
WE MAY BE UNABLE TO OBTAIN CAPITAL SUFFICIENT TO CONSUMMATE OUR PENDING
ACQUISITIONS AND FUND RELATED OBLIGATIONS. IF THIS OCCURRED, WE COULD BE IN
DEFAULT UNDER OUR ACQUISITION AGREEMENTS AND DEBT OBLIGATIONS WHICH COULD LEAD
TO LEGAL PROCEEDINGS BEING INITIATED AGAINST US. THIS IN TURN COULD LEAD TO
DEFAULTS UNDER OUR OTHER OBLIGATIONS.
 
   
     Available and committed sources of funds will not be sufficient to
consummate our pending acquisitions. In connection with our acquisitions, we may
need to raise a total of $5.41 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 $3.69 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 $0.17 billion if the Avalon credit facilities do not close;
    
 
   
     - approximately $0.88 billion if the Fanch credit facilities do not close;
    
 
     - approximately $0.27 billion to repurchase outstanding notes of Avalon;
 
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