. building regional clusters to achieve operating efficiencies while having
geographic diversity for our company as a whole;
. growing through strategic and opportunistic acquisitions at attractive
. upgrading our systems and prudently deploying capital to maintain, expand
and upgrade our cable plant to improve our cable television services and
facilitate our ability to explore new services such as Internet access;
. focusing on our customers by improving the level of customer service,
improving technical reliability and expanding program offerings; and
. pursuing aggressive marketing to increase our customer base and the
services purchased by our customers.
Acquisition by Charter Communications
On May 13, 1999, we signed an agreement with Charter Communications, Inc.
under which Charter Communications agreed to purchase all of the equity
interests in our company and assume or repay our outstanding debt. The
acquisition by Charter Communications requires many regulatory approvals. We
expect to consummate this transaction in the fourth quarter of 1999, subject
to obtaining the required regulatory approvals. There can be no assurance,
however, whether or when this acquisition will occur.
The acquisition, if completed, will give rise under the indenture to an
obligation to make an offer to purchase the notes to be issued in this
exchange offer at 101% of their accreted value plus accrued and unpaid
interest and liquidated damages, if any. Because we do not know how many
noteholders will accept such offer by the issuers, we do not know the amount
of funds that will be required to purchase all of the notes tendered in any
such offer. We also do not know how Charter Communications intends to raise
funds if the funds of the issuers are insufficient for such purpose. See "Risk
Factors--If a change of control occurs, there may not be sufficient assets to
purchase the new notes of all noteholders wishing to have their new notes
purchased" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources." For more
information on the provisions of the indenture governing this change of
control offer, see "Description of the Notes--Repurchase at the Option of
Holders--Change of Control."
No change of control offer is being made hereby. If the transaction with
Charter Communications is completed, the issuers will be obligated to provide
you with information regarding the change of control offer as required by the
indenture and applicable law.
Charter Communications is among the leading broadband communications
companies in the United States. Charter Communications currently provides
cable television, high speed Internet access, advanced digital video
programming and paging services to customers.
Completion of Taconic Acquisition
In July 1999, we acquired cable systems assets and related liabilities of
Taconic Technology Corporation.
The Operating Subsidiaries
At the same time that we issued the currently outstanding senior discount
notes, $150,000,000 principal amount of senior subordinated notes were issued
in a private placement by our operating subsidiaries. We are holding companies
with no separate operations. These operating subsidiaries carry on our
business. As a result, the provisions of the indenture governing the senior
subordinated notes are important to us as well. The senior subordinated notes
are the subject of a separate exchange offer being conducted substantially
concurrently with this exchange offer.