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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
<PAGE>   513
                                 JUNE 30, 1999
     Helicon Partners I, L.P. ("the Partnership") was organized as a limited
partnership on November 30, 1994 under the laws of the State of Delaware. On
April 8, 1996, Baum Investments, Inc. acquired a 1% general partnership interest
in the Partnership through an initial capital contribution of $1,500 and the
existing limited partners of The Helicon Group, L.P. ("THGLP"), formed in 1993,
exchanged their limited partnership interests in THGLP for all Class A Common
Limited Partnership Interests and Preferred Limited Partnership Interests in the
Partnership. As a result of this exchange, THGLP became 99% owned by the
Partnership. The Partnership now owns all of the limited partnership interests
in THGLP and Baum Investments, Inc. ("Baum") continues to be the general partner
of THGLP and to own a 1% general partnership interest in THGLP. The Partnership
also owns a 99% interest and THGLP a 1% interest in HPI Acquisition Co., LLC
("HPIAC"), a Delaware limited liability company formed on February 7, 1996. The
Partnership also owns a 89% limited partnership interest and Baum Investments,
Inc. a 1% general partnership interest in Helicon OnLine, L. P. ("HOL"), a
Delaware limited partnership formed May 31, 1997. The Partnership, THGLP, HPIAC
and HOL are referred to collectively herein as the Company.
     The Partnership operates in one business segment offering cable television
services in the states of Pennsylvania, West Virginia, North Carolina, South
Carolina, Louisiana, Vermont and New Hampshire, Georgia and Tennessee. The
Company also offers to customers advanced services, such as paging, cable modems
and private data network systems under the name of "Helicon Network Solutions",
as well as, dial up internet service in Pennsylvania and Vermont under the name
of "Helicon OnLine".
     On July 30, 1999, Charter-Helicon, LLC ("Charter-Helicon"), acquired a 1%
interest in THGLP previously owned by Baum Investments, Inc. and became the
General Partner of THGLP. Concurrently, Charter-Helicon and Charter
Communications, LLC ("CC-LLC"), parent of Charter-Helicon, acquired all of the
partnership interests of the Partnership. These transactions are collectively
referred to as the "Helicon/Charter Deal" herein. In connection with the
Helicon/Charter Deal, $228,985,000 of cash was paid to the equity holders; Baum
retained a $25,000,000 limited liability company membership interest in
Charter-Helicon; debt of $197,447,000 was repaid; debt of $115,000,000 was
assumed; and other costs totaling $4,285,000 were incurred. Effective with this
change of ownership, the Company will be managed by Charter Investment, Inc.
     In the opinion of management, the accompanying unaudited condensed combined
financial statements of the Partnership reflect all adjustments, consisting of
normal recurring accruals, necessary to present fairly the Partnership's
combined financial position as of June 30, 1999, and their results of operations
and cash flows for the three-month periods ended June 30, 1998 and 1999. The
results of operations for the three-month period ended June 30, 1999 are not
necessarily indicative of the results for a full year.
     On December 31, 1998, HPIAC acquired the net assets of cable television
systems serving approximately 11,225 (unaudited) subscribers primarily in the
North Carolina community of Roanoke Rapids. The aggregate purchase price was
$26,063,284 including acquisition costs of $535,875 and was allocated to the net
assets acquired, which included property, equipment and intangible assets, based
on their estimated fair value.