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SEC Filings

10-Q
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 10-Q on 11/15/1999
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         The following is an explanation of how:

         (1)      Charter Communications Properties Holdings; the operating
                  companies that formerly comprised CCA Group and CharterComm
                  Holdings; and the Marcus companies became wholly owned
                  subsidiaries of Charter Operating;

         (2)      Charter Operating became a wholly owned subsidiary of Charter
                  Holdings;

         (3)      Charter Holdings became a wholly owned subsidiary of Charter
                  Holdco; and

         (4)      Charter Holdco became a wholly owned subsidiary of Charter
                  Investment, Inc.

THE CHARTER COMPANIES

         Prior to Charter Investment, Inc. acquiring the remaining interests
that it did not previously own in two of the three groups of Charter companies,
namely CCA Group and CharterComm Holdings, as described below, the operating
subsidiaries of the three groups of Charter companies were parties to separate
management agreements with Charter Investment, Inc. pursuant to which Charter
Investment, Inc. provided management and consulting services.
Prior to our acquisition by Mr. Allen, the Charter companies were as follows:

         (1)      Charter Communications Properties Holdings, LLC

                  Charter Communications Properties Holdings was a wholly owned
         subsidiary of Charter Investment, Inc. The primary subsidiary of
         Charter Communications Properties Holdings, which owned the cable
         television systems, was Charter Communications Properties, LLC. In
         connection with Mr. Allen's acquisition on December 23, 1998, Charter
         Communications Properties Holdings was merged out of existence. Charter
         Communications Properties Holdings became a direct, wholly owned
         subsidiary of Charter Investment, Inc. In May 1998, Charter
         Communications Properties Holdings acquired certain cable television
         systems from Sonic Communications, Inc. for a total purchase price, net
         of cash acquired, of $228.4 million, including $60.9 million of assumed
         debt.

         (2)      CCA Group

                  The controlling interests in CCA Group were held by affiliates
         of Kelso & Co. Charter Investment, Inc. had only a minority interest.
         Effective December 23, 1998, prior to Mr. Allen's acquisition, the
         remaining interests it did not previously own in CCA Group were
         acquired by Charter Investment, Inc. from the Kelso affiliates.
         Consequently, the companies comprising CCA Group became wholly owned
         subsidiaries of Charter Investment, Inc.

                  CCA Group consisted of the following three sister companies:

                           (a)      CCT Holdings, LLC,

                           (b)      CCA Holdings, LLC, and

                           (c)      Charter Communications Long Beach, LLC.

                  The cable television systems were owned by the various
         subsidiaries of these three sister companies. The financial statements
         for these three sister companies historically were combined and the
         term "CCA Group" was assigned to these combined entities. In connection
         with Mr. Allen's acquisition on December 23, 1998, the three sister
         companies and some of the non-operating subsidiaries were merged out of
         existence, leaving certain of the operating subsidiaries owning all of
         the cable television systems under this former group. These operating
         subsidiaries became indirect, wholly owned subsidiaries of Charter
         Investment, Inc.


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