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SEC Filings

10-Q
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 10-Q on 12/22/1999
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                  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 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 systems
         under this former group. These operating subsidiaries became indirect,
         wholly owned subsidiaries of Charter Investment.

         (3)      CharterComm Holdings, LLC

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

The cable 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 systems under this former
group. CharterComm Holdings was merged out of existence. Charter Communications,
LLC became a direct, wholly owned subsidiary of Charter Investment.

In February 1999, Charter Holdings was formed as a wholly owned subsidiary of
Charter Investment and Charter Operating was formed as a wholly owned subsidiary
of Charter Holdings. All of Charter Investment'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 and Charter Operating.

In May 1999, Charter Holdco was formed as a wholly owned subsidiary of Charter
Investment. All of Charter Investment 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 for an aggregate purchase price of $2.2
billion, excluding $2.0 billion in assumed debt. CCPH, the operating companies
that formerly comprised CCA Group and CharterComm Holdings were contributed to
Charter Operating subsequent to Mr. Allen's acquisition. CCPH deemed to be our
predecessor. Consequently, the contribution of CCPH 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 CCPH. 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 CCPH, CCA Group and
CharterComm Holdings.

THE 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, pursuant to which Charter Investment provided
management and consulting services to Marcus Cable and its subsidiaries which
own cable systems. This agreement placed the Marcus cable systems under common
management with the cable systems of the Charter companies acquired by Mr. Allen
in December 1998.


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