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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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         (3)      CharterComm Holdings, LLC

                  The controlling interests in CharterComm Holdings were held by
         affiliates of Charterhouse Group International Inc. 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 CharterComm Holdings were acquired by Charter
         Investment, Inc. from the Charterhouse affiliates. Consequently,
         CharterComm Holdings became a wholly owned subsidiary of Charter
         Investment, Inc.

                  The cable television systems were owned by the various
         subsidiaries of CharterComm Holdings. In connection with Mr. Allen's
         acquisition on December 23, 1998, 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. CharterComm Holdings was merged out of existence.
         Charter Communications, LLC became a direct, wholly owned subsidiary of
         Charter Investment, Inc.


         In February 1999, Charter Holdings was formed as a wholly owned
subsidiary of Charter Investment, Inc., and Charter Operating was formed as a
wholly owned subsidiary of Charter Holdings. All of Charter Investment, Inc.'s
direct interests in the entities described above were transferred to Charter
Operating. All of the prior management agreements were terminated and a new
management agreement was entered into between Charter Investment, Inc. and
Charter Operating.

         In May 1999, Charter Holdco was formed as a wholly owned subsidiary of
Charter Investment, Inc. All of Charter Investment, Inc.'s interests in Charter
Holdings were transferred to Charter Holdco.

         The acquisition by Mr. Allen became effective on December 23, 1998,
through a series of transactions in which Mr. Allen acquired approximately 94%
of the equity interests of Charter Investment, Inc. for an aggregate purchase
price of $2.2 billion, excluding $2.0 billion in assumed debt. Charter
Communications Properties Holdings, the operating companies that formerly
comprised CCA Group and CharterComm Holdings were contributed to Charter
Operating subsequent to Mr. Allen's acquisition. Charter Communications
Properties Holdings is deemed to be our predecessor. Consequently, the
contribution of Charter Communications Properties Holdings was accounted for as
a reorganization under common control. Accordingly, Charter Holdings results of
operations for periods prior to and including December 23, 1998 include the
accounts of Charter Communications Properties Holdings. The contributions of the
operating companies that formerly comprised CCA Group and CharterComm Holdings
were accounted for in accordance with purchase accounting. Accordingly, Charter
Holdings results of operations for periods after December 23, 1998 include the
accounts of Charter Communications Properties Holdings, CCA Group and
CharterComm Holdings.

MARCUS COMPANIES

         In April 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests. The owner of the remaining partnership interests retained voting
control of Marcus Cable. In October 1998, Marcus Cable entered into a management
consulting agreement with Charter Investment, Inc., pursuant to which Charter
Investment, Inc. provided management and consulting services to Marcus Cable and
its subsidiaries which own cable television systems. This agreement placed the
Marcus cable television systems under common management with the cable
television systems of the Charter companies acquired by Mr. Allen in December
1998.

         In March 1999, all of Mr. Allen's interests in Marcus Cable were
transferred to Marcus Holdings, a then newly formed company. Later in March
1999, Mr. Allen acquired the remaining interests in Marcus Cable, including
voting control, which interests were transferred to Marcus Holdings. In April
1999, Mr. Allen merged Marcus Holdings into Charter Holdings, and the operating
subsidiaries of Marcus Holdings and all of the cable television systems they
owned came under the ownership of Charter Holdings and, in turn, Charter
Operating. For financial reporting purposes, the merger of Marcus Holdings with
and into Charter Holdings was accounted for as an acquisition of Marcus Holdings
effective March 31, 1999, and accordingly, the results of operations of Marcus
Holdings have been included in the consoldiated financial statements of Charter
Holdco since that date.


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