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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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<PAGE>   738
 
     On August 10, 1999, Vulcan Cable III Inc., purchased approximately 24.1
million membership units in Charter Communications Holding Company for $500
million. The offer and sale of these membership units was not registered under
the Securities Act of 1933, because the offer and sale was made in reliance on
the exemption provided under Section 4(2) of the Securities Act of 1933 for
transactions by an issuer not involving a public offering.
 
     At its inception, Charter Communications, Inc. issued in July, 1999 100
shares of its Class A common stock to Charter Investment, Inc. The offer and
sale of these shares was not registered under the Securities Act of 1933,
because the offer and sale was made in reliance on the exemption provided under
Section 4(2) of the Securities Act of 1933 for transactions by an issuer not
involving a public offering.
 
     In June 1999, Charter Communications Holding Company, our affiliate,
entered into an agreement to purchase Bresnan Communications Company Limited
Partnership. Under the Bresnan purchase agreement, Charter Communications
Holding Company has agreed to issue $1.0 billion worth of its common membership
units to the Bresnan sellers in partial consideration for the equity of Bresnan
Communications Company Limited Partnership. The Charter Communications Holding
company membership units are exchangeable for Class A common stock. The offer of
these membership units was not and the sale of these membership units will not
be registered under the Securities Act of 1933. Charter Communications Holding
Company offered these securities in reliance on the exemption provided by
Section 4(2) of the Securities Act of 1933 for transactions by an issuer not
involving a public offering. Each of the Bresnan sellers represented and
warranted that it is an accredited investor within the meaning of the federal
securities laws and is acquiring the securities for investment and not with a
view to public distribution thereof, and acknowledged that the membership units
represented restricted securities under the federal securities laws.
 
     In May 1999, Charter Investment, Inc., our affiliate, entered into an
agreement to purchase partnership interests in Falcon Communications, L.P. from
Falcon Holding Group, L.P. and TCI Falcon Holdings, LLC, interests in a number
of Falcon entities held by Falcon Cable Trust and Falcon Holding Group, Inc.,
specified interests in Enstar Communications Corporation and Enstar Finance
Company, LLC held by Falcon Holding Group, L.P., and specified interests in
Adlink held by DHN, Inc. Under the Falcon purchase agreement, Falcon Holding
Group, L.P. has agreed to contribute to Charter Communications Holding Company a
portion of its partnership interest in Falcon Communications, L.P. in exchange
for common membership units of Charter Communications Holding Company. The
issuance of these securities has not been registered. The offer of these
membership units was not and the sale of these membership units will not be
registered under the Securities Act of 1933. Charter Communications Holding
Company offered these securities in reliance on the exemption provided by
Section 4(2) of the Securities Act of 1933 for transactions by an issuer not
involving a public offering. The membership units are to be issued to a single
purchaser that could distribute them upon a distribution of all its assets. Each
of the Falcon seller represented and warranted that it is an informed and
sophisticated purchaser and is acquiring the securities for investment and not
with a view to public distribution.
 
     In May 1999, in connection with the mergers of Vulcan Cable, Inc., Vulcan
Cable II, Inc. and Marcus Cable Properties, Inc. into Charter Investment, Inc.,
Charter Investment, Inc. issued to Mr. Allen 78,124 shares of Class A common
stock of Charter Investment, Inc. These acquisitions were undertaken as private
placements.
 
     During the period December 1998, through March 1999, Mr. Allen loaned
approximately $288 million to Charter Investment, Inc. In March 1999, these
loans were contributed to Charter Investment, Inc. in exchange for 11,316 shares
of Class A common stock of Charter Investment, Inc. This acquisition was
undertaken as a private placement.
 
     Charter Holdings adopted a plan on February 9, 1999, which was assumed by
Charter Communications Holding Company on May 25, 1999, providing for the grant
of options to purchase up to 25,009,798 membership units in Charter
Communications Holding Company, which is equal to 10% of the aggregate equity
value of the subsidiaries of Charter Communications Holding Company as of
February 9, 1999, the date of adoption of the plan. The plan provides for grants
of options to employees and
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