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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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<PAGE>   1
 
                                       Filed Pursuant to Rule 424(b)(3)
 
                                       Registration Numbers 333-77499 and
                                       333-77499-01
 
                                 $3,575,000,000
 
                               Offer to Exchange
                         8.250% Senior Notes due 2007,
     8.625% Senior Notes due 2009 and 9.920% Senior Discount Notes due 2011
                          for any and all outstanding
                         8.250% Senior Notes due 2007,
    8.625% Senior Notes due 2009 and 9.920% Senior Discount Notes due 2011,
                                respectively, of
 
                      CHARTER COMMUNICATIONS HOLDINGS, LLC
                                      and
                        CHARTER COMMUNICATIONS HOLDINGS
                              CAPITAL CORPORATION
                           -------------------------
 
     - This exchange offer expires at 9:00 a.m., New York City time, on October
       4, 1999, unless extended.
 
     - No public market exists for the original notes or the new notes. We do
       not intend to list the new notes on any securities exchange or to seek
       approval for quotation through any automated quotation system.
                           -------------------------
 
     SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY HOLDERS WHO TENDER THEIR ORIGINAL NOTES IN THE
EXCHANGE OFFER AND BY PURCHASERS OF THE NOTES FROM PERSONS ELIGIBLE TO USE THIS
PROSPECTUS FOR RESALES.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
     The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state in which the offer or sale would be unlawful.
 
                       NOTICE TO NEW HAMPSHIRE RESIDENTS
 
     NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-b OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER
RSA 421-b IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
 
               The date of this prospectus is September 1, 1999.

<PAGE>   2
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Summary.....................................................    1
Risk Factors................................................   16
Forward-Looking Statements..................................   29
Use of Proceeds.............................................   30
Capitalization..............................................   32
Unaudited Pro Forma Financial Statements....................   33
Selected Historical Financial Data..........................   52
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   53
The Exchange Offer..........................................   74
Business....................................................   83
Regulation and Legislation..................................  111
Management..................................................  119
Principal Equity Holders....................................  129
Certain Relationships and Related Transactions..............  130
Description of Certain Indebtedness.........................  143
Description of Notes........................................  148
Material United States Federal Income Tax Considerations....  193
Plan of Distribution........................................  201
Experts.....................................................  202
Legal Matters...............................................  202
Index to Financial Statements...............................  F-1
</TABLE>

 
                                        i

<PAGE>   3
 
                                    SUMMARY
 
     The following summary contains a general discussion of our business, the
exchange offer and summary financial information. It likely does not contain all
the information that is important to you in making a decision to tender original
notes in exchange for new notes. For a more complete understanding of the
exchange offer, you should read this entire prospectus and the other documents
to which we refer.
 
                                  OUR BUSINESS
 
     We offer a full range of traditional cable television services and have
begun to offer digital cable television services to customers in some of our
systems. Digital cable television is cable television service provided through
digital technology. Digital technology enables cable operators to increase the
channel capacity of cable systems by permitting a significantly increased number
of video signals to be transmitted over a cable system's existing bandwidth.
Channel capacity is the number of channels that can be simultaneously carried on
the cable system and is generally defined in terms of the number of analog
channels. Analog channels refer to communication channels on which the
information is transmitted in a non-digital format, which means data is
transmitted in a manner similar to the original signals. Bandwidth is a measure
of the information-carrying capacity of a communication channel. It is the range
of usable frequencies that can be carried by a cable system.
 
     We have also started to introduce a number of other new products and
services, including interactive video programming, which allows information to
flow in both directions, and high-speed Internet access to the World Wide Web.
We are also exploring opportunities in telephony, which will integrate telephone
services with the Internet through the use of cable. The introduction of these
new services represents an important step toward the realization of our "wired
world" vision, where cable's ability to transmit voice, video and data at high
speeds will enable it to serve as the primary platform for the delivery of new
services to the home and workplace. We are accelerating the upgrade of our
systems to more quickly provide these new services. As of June 30, 1999, we
served approximately 2.7 million cable television service customers in 22
states.
 
     We have grown rapidly over the past five years. During this period, our
management team has successfully completed 26 acquisitions, including six
acquisitions closed in 1999. We also merged with Marcus Cable Holdings, LLC in
April 1999. In addition, we have entered into agreements to acquire additional
cable systems with approximately 731,000 customers. We have also expanded our
customer base through significant internal growth. In 1998, our internal
customer growth, without giving effect to the cable systems we acquired in that
year, was 4.8%, more than twice the national industry average of 1.7%. In 1997,
our internal customer growth, without giving effect to the cable systems we
acquired in that year, was 3.5%, significantly higher than the national industry
average of 2.0%.
 
     Our principal executive offices are located at 12444 Powerscourt Drive, St.
Louis, Missouri 63131. Our telephone number is (314)965-0555 and our web site is
located at www.chartercom.com. The information on our web site is not part of
this prospectus.
                                        1

<PAGE>   4
 
                               BUSINESS STRATEGY
 
     Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:
 
     - rapidly integrate acquired cable systems and apply our core operating
       strategies to raise the financial and operating performance of these
       acquired systems;
 
     - expand the array of services we offer to our customers through the
       implementation of our "wired world" vision;
 
     - upgrade the bandwidth capacity of our systems to 550 megahertz or greater
       to enable greater channel capacity and add two-way capability to
       facilitate interactive communication. Two-way capability is the ability
       to have bandwidth available for upstream or two-way communication;
 
     - maximize customer satisfaction by providing reliable, high-quality
       service offerings, superior customer service and attractive programming
       choices at reasonable rates;
 
     - employ innovative marketing programs tailored to local customer
       preferences to generate additional sales;
 
     - emphasize local management autonomy to better serve our customers while
       providing support from regional and corporate offices and maintaining
       centralized financial controls; and
 
     - improve the geographic clustering of our cable systems by selectively
       trading or acquiring systems to increase operating efficiencies and
       improve operating margins. Clusters refer to cable systems under common
       ownership which are located within geographic proximity to each other.
 
                                 RECENT EVENTS
 
     We have completed, and are in the process of completing, the acquisitions
described below. Certain of these acquisitions were originally acquisitions of
Charter Investment. Charter Investment subsequently assigned those acquisitions
to us. Charter Investment and other affiliates are making other acquisitions.
There is no present intention on their part to assign these other acquisitions
to us.
 
RECENT ACQUISITIONS
 
     In the second and third quarters of 1999, we completed six transactions in
which we acquired cable systems serving a total of approximately 585,000
customers. The total purchase price for these acquisitions was approximately
$1.9 billion. For the year ended December 31,
                                        2

<PAGE>   5
 
1998, these systems had revenues of approximately $227 million. The following
table is a breakdown of our recent acquisitions:
 

<TABLE>
<CAPTION>
                                                                                            FOR THE SIX MONTHS
                                                                                           ENDED JUNE 30, 1999
                                                                                       ----------------------------
                                                          CLOSING         PURCHASE        BASIC         REVENUE
RECENT ACQUISITIONS                                        DATE            PRICE       SUBSCRIBERS   (IN THOUSANDS)
-------------------                                       -------         --------     -----------   --------------
<S>                                                    <C>             <C>             <C>           <C>
Renaissance Media Group LLC..........................      4/99         $459 million     131,000        $ 30,807
American Cable Entertainment, LLC....................      5/99         240 million       69,000          17,958
Cable systems of Greater Media Cablevision, Inc. ....      6/99         500 million      174,000          42,348
Helicon Partners I, L.P. and Affiliates..............      7/99         550 million      173,000          42,956
Other (Vista Broadband Communications, LLC and
  certain cable assets of Cable Satellite of South
  Miami, Inc.).......................................  7/99 and 8/99    148 million       38,000           9,157
                                                                       --------------    -------        --------
    Total............................................                   $1.9 billion     585,000        $143,226
                                                                       ==============    =======        ========
</TABLE>

 
PENDING ACQUISITIONS
 
     In addition to the recent acquisitions described above, since the beginning
of 1999, we have entered into agreements to acquire additional cable systems.
The total purchase price for these acquisitions will be approximately $2.3
billion. This includes the exchange with another cable service provider of
certain of our cable television systems with a fair market value of $0.4 billion
for cable systems that we can operate more efficiently because of their
geographic proximity to our other systems. As of June 30, 1999, the systems to
be acquired by us, net of systems to be exchanged, served a total of
approximately 731,000 customers. For the year ended December 31, 1998, these
systems had revenues of approximately $300 million. The following table is a
breakdown of our pending acquisitions:
 

<TABLE>
<CAPTION>
                                                                                             FOR THE SIX MONTHS
                                                                                            ENDED JUNE 30, 1999
                                                   ANTICIPATED                          ----------------------------
                                                     CLOSING             PURCHASE          BASIC         REVENUE
PENDING ACQUISITIONS                                   DATE               PRICE         SUBSCRIBERS   (IN THOUSANDS)
--------------------                               -----------           --------       -----------   --------------
<S>                                             <C>                 <C>                 <C>           <C>
                                                                                          412,000
Cable systems of InterMedia Capital Partners                                            (143,000)
  IV, L.P., InterMedia Partners and                 3rd or 4th        $873 million +    ----------
  Affiliates..................................     Quarter 1999       systems' swap       269,000        $100,644
Rifkin Acquisition Partners, L.L.L.P. and           3rd or 4th
  Interlink Communications Partners, L.L.P....     Quarter 1999       1,460 million       462,000         105,592
                                                                    ------------------   --------        --------
    Total.....................................                         $2.3 billion       731,000        $206,236
                                                                    ==================   ========        ========
</TABLE>

 
     We expect to finance these pending acquisitions with additional borrowings
under our credit facilities and with additional equity.
 
MERGER WITH MARCUS HOLDINGS
 
     On April 23, 1998, Paul G. Allen acquired approximately 99% of the
non-voting economic interests in Marcus Cable Company, L.L.C., and agreed to
acquire the remaining interests in Marcus Cable. The aggregate purchase price
was approximately $1.4 billion, excluding $1.8 billion in debt assumed. On
February 22, 1999, Marcus Holdings was formed, and all of Mr. Allen's interests
in Marcus Cable were transferred to Marcus Holdings on March 15, 1999. On March
31, 1999, Mr. Allen completed the acquisition of all remaining interests of
Marcus Cable. On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter
Communications Holdings, LLC. Charter Holdings survived the merger, and the
operating subsidiaries of Marcus Holdings became subsidiaries of Charter
Holdings.
                                        3

<PAGE>   6
 
                                  ORGANIZATION
 
     The new notes to be issued in the exchange offer will be issued by Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation, the co-issuers of the original notes. Charter Communications
Holding Company, LLC is the 100% owner of Charter Holdings and Charter Holdings
is the 100% owner of Charter Capital. Our cable systems, which are currently
managed by Charter Investment, Inc., are owned by wholly owned subsidiaries of
Charter Communications Operating, LLC, which is 100% owned by Charter Holdings.
The chart below sets forth our corporate structure. We have illustrated
"Operating Companies that formerly comprised CCA Group" on this chart in order
to show the placement of the successor entities to the entities that served as
the basis for CCA Group's historical financial statements presented in this
prospectus.
 
                  [CHARTER COMMUNICATIONS ORGANIZATION CHART]
 
     Charter Communications, Inc., an affiliate corporation, recently filed a
registration statement for an initial public offering of its Class A common
stock. Charter Communications, Inc. will invest the net proceeds from the
initial public offering in Charter Communications Holding Company and will hold
a controlling interest in Charter Communications Holding Company. Paul G. Allen
will control Charter Communications, Inc. and, therefore, will continue to
control us. We will continue to be 100% owned by Charter Communications Holding
Company.
                                        4

<PAGE>   7
 
                               THE EXCHANGE OFFER
 
Resales Without Further
Registration....................    We believe that the new notes issued
                                    pursuant to the exchange offer in exchange
                                    for original notes may be offered for
                                    resale, resold and otherwise transferred by
                                    you without compliance with the registration
                                    and prospectus delivery provisions of the
                                    Securities Act of 1933, provided that:
 
                                    -  you are acquiring the new notes issued in
                                       the exchange offer in the ordinary course
                                       of your business;
 
                                    -  you have not engaged in, do not intend to
                                       engage in, and have no arrangement or
                                       understanding with any person to
                                       participate in the distribution of the
                                       new notes issued to you in the exchange
                                       offer; and
 
                                    -  you are not our "affiliate," as defined
                                       under Rule 405 of the Securities Act.
 
                                    Each of the participating broker-dealers
                                    that receives new notes for its own account
                                    in exchange for original notes that were
                                    acquired by such broker or dealer as a
                                    result of market-making or other activities
                                    must acknowledge that it will deliver a
                                    prospectus in connection with the resale of
                                    the new notes.
 
Expiration Date.................    9:00 a.m., New York City time, on October 4,
                                    1999, unless we extend the exchange offer.
 
Exchange and Registration Rights
  Agreements....................    You have the right to exchange the original
                                    notes that you hold for new notes with
                                    substantially identical terms. This exchange
                                    offer is intended to satisfy these rights.
                                    Once the exchange offer is complete, you
                                    will no longer be entitled to any exchange
                                    or registration rights with respect to your
                                    notes.
 
Accrued Interest on the New
Notes and Original Notes........    The new notes will bear interest from March
                                    17, 1999. Holders of original notes which
                                    are accepted for exchange will be deemed to
                                    have waived the right to receive any payment
                                    in respect of interest on such original
                                    notes accrued to the date of issuance of the
                                    new notes.
 
Conditions to the Exchange
Offer...........................    The exchange offer is conditioned upon
                                    certain customary conditions which we may
                                    waive and upon compliance with securities
                                    laws.
                                        5

<PAGE>   8
 
Procedures for Tendering
Original Notes..................    Each holder of original notes wishing to
                                    accept the exchange offer must:
 
                                    - complete, sign and date the letter of
                                      transmittal, or a facsimile of the letter
                                      of transmittal; or
 
                                    - arrange for the Depository Trust Company
                                      to transmit certain required information
                                      to the exchange agent in connection with a
                                      book-entry transfer.
 
                                    You must mail or otherwise deliver such
                                    documentation together with the original
                                    notes to the exchange agent.
 
Special Procedures for
Beneficial Holders..............    If you beneficially own original notes
                                    registered in the name of a broker, dealer,
                                    commercial bank, trust company or other
                                    nominee and you wish to tender your original
                                    notes in the exchange offer, you should
                                    contact such registered holder promptly and
                                    instruct them to tender on your behalf. If
                                    you wish to tender on your own behalf, you
                                    must, before completing and executing the
                                    letter of transmittal for the exchange offer
                                    and delivering your original notes, either
                                    arrange to have your original notes
                                    registered in your name or obtain a properly
                                    completed bond power from the registered
                                    holder. The transfer of registered ownership
                                    may take considerable time.
 
Guaranteed Delivery
Procedures......................    You must comply with the applicable
                                    procedures for tendering if you wish to
                                    tender your original notes and:
 
                                    - time will not permit your required
                                      documents to reach the exchange agent by
                                      the expiration date of the exchange offer;
                                      or
 
                                    - you cannot complete the procedure for
                                      book-entry transfer on time; or
 
                                    - your original notes are not immediately
                                      available.
 
Withdrawal Rights...............    You may withdraw your tender of original
                                    notes at any time prior to 9:00 a.m., New
                                    York City time, on the date the exchange
                                    offer expires.
 
Failure to Exchange Will Affect
You Adversely...................    If you are eligible to participate in the
                                    exchange offer and you do not tender your
                                    original notes, you will not have further
                                    exchange or registration rights and your
                                    original notes will continue to be subject
                                    to some restrictions on transfer.
                                    Accordingly, the
                                        6

<PAGE>   9
 
                                    liquidity of the original notes will be
                                    adversely affected.
 
Material United States Federal
  Income Tax Considerations.....    The disclosure in this prospectus represents
                                    our legal counsel's opinion as to the
                                    material United States Federal income tax
                                    consequences of participating in the
                                    exchange offer and in connection with the
                                    ownership and disposition of the new notes.
                                    The exchange of original notes for new notes
                                    pursuant to the exchange offer will not
                                    result in a taxable event. Accordingly, it
                                    is our legal counsel's opinion that:
 
                                    - no gain or loss will be realized by a U.S.
                                      holder upon receipt of a new note;
 
                                    - a holder's holding period for new notes
                                      will include the holding period for
                                      original notes; and
 
                                    - the adjusted tax basis of the new notes
                                      will be the same as the adjusted tax basis
                                      of the original notes exchanged at the
                                      time of such exchange.
 
                                    Paul, Hastings, Janofsky & Walker LLP has
                                    rendered the above-referenced opinion in
                                    connection with the exchange offer. See
                                    "Material United States Federal Income Tax
                                    Considerations."
 
Exchange Agent..................    Harris Trust and Savings Bank is serving as
                                    exchange agent.
 
Use of Proceeds.................    We will not receive any proceeds from the
                                    exchange offer.
                                        7

<PAGE>   10
 
                           SUMMARY TERMS OF NEW NOTES
 
Issuers.........................    Charter Communications Holdings, LLC and
                                    Charter Communications Holdings Capital
                                    Corporation.
 
Notes Offered...................    $600 million in principal amount of 8.250%
                                    senior notes due 2007.
 
                                    $1.5 billion in principal amount of 8.625%
                                    senior notes due 2009.
 
                                    $1.475 billion in principal amount at
                                    maturity of 9.920% senior discount notes due
                                    2011.
 
                                    The form and terms of the new notes will be
                                    the same as the form and terms of the
                                    outstanding notes except that:
 
                                    - the new notes will bear a different CUSIP
                                      number from the original notes;
 
                                    - the new notes will have been registered
                                      under the Securities Act of 1933 and,
                                      therefore, will not bear legends
                                      restricting their transfer; and
 
                                    - you will not be entitled to any exchange
                                      or registration rights with respect to the
                                      new notes.
 
                                    The new notes will evidence the same debt as
                                    the original notes. They will be entitled to
                                    the benefits of the indentures governing the
                                    original notes and will be treated under the
                                    indentures as a single class with the
                                    original notes.
                                        8

<PAGE>   11
 

<TABLE>
<CAPTION>
                         MATURITY
                           DATE              ISSUE PRICE               INTEREST
                       -------------    ---------------------    ---------------------
<S>                    <C>              <C>                      <C>
8.250% notes.........  April 1, 2007    99.233% plus accrued     8.250% per annum,
                                        interest, if any,        payable every six
                                        from March 17, 1999      months on April 1 and
                                                                 October 1, beginning
                                                                 October 1, 1999
8.625% notes.........  April 1, 2009    99.695%, plus accrued    8.625% per annum,
                                        interest, if any,        payable every six
                                        from March 17, 1999      months on April 1,
                                                                 and October 1,
                                                                 beginning October 1,
                                                                 1999
9.920% notes.........  April 1, 2011    61.394%                  Interest to accrete
                                                                 at a rate of 9.920%
                                                                 per annum through
                                                                 April 1, 2004; cash
                                                                 interest every six
                                                                 months on April 1 and
                                                                 October 1 at the rate
                                                                 of 9.920% per annum,
                                                                 beginning October 1,
                                                                 2004
</TABLE>

 
Ranking.........................    The new notes are senior debts. They rank
                                    equally with the current and future
                                    unsecured and unsubordinated debt, including
                                    trade payables, which are accounts payable
                                    to vendors, suppliers and service providers,
                                    of Charter Holdings. Charter Holdings is a
                                    holding company and conducts all of its
                                    operations through its subsidiaries. If it
                                    defaults, your right to payment under the
                                    new notes will rank below all existing and
                                    future liabilities, including trade
                                    payables, of its subsidiaries. As of June
                                    30, 1999, all of our outstanding
                                    indebtedness, other than the notes but
                                    including our credit facilities, was
                                    incurred by our subsidiaries. As of that
                                    date, our subsidiaries' liabilities, on a
                                    pro forma basis giving effect for our
                                    pending acquisitions and recent acquisitions
                                    closed since June 30, 1999, totaled $4.1
                                    billion. All such liabilities would have
                                    ranked senior to the new notes.
 
Optional Redemption.............    We will not have the right to redeem the
                                    8.250% notes prior to their maturity date on
                                    April 1, 2007.
 
                                    Before April 1, 2002, we may redeem up to
                                    35% of the 8.625% notes and the 9.920% notes
                                    with the proceeds of certain offerings of
                                    equity securities. On or after April 1,
                                    2004, we may redeem some or all of the
                                    8.625% notes and the 9.920% notes at any
                                    time.
                                        9

<PAGE>   12
 
Mandatory Offer to Repurchase...    If we experience certain changes of control,
                                    we must offer to repurchase any then-issued
                                    notes at 101% of their principal amount or
                                    accreted value, as applicable in each class
                                    of notes, plus accrued and unpaid interest.
 
Basic Covenants of Indentures...    The indentures governing the notes, among
                                    other things, restrict our ability and the
                                    ability of certain of our subsidiaries to:
 
                                         - borrow money;
 
                                         - create certain liens;
 
                                         - pay dividends on stock or repurchase
                                           stock;
 
                                         - make investments;
 
                                         - sell all or substantially all of our
                                           assets or merge with or into other
                                           companies;
 
                                         - sell assets;
 
                                         - in the case of our restricted
                                           subsidiaries, create or permit to
                                           exist dividend or payment
                                           restrictions with respect to us; and
 
                                         - engage in certain transactions with
                                           affiliates.
 
                                    These covenants are subject to important
                                    exceptions.
 
                                  RISK FACTORS
 
     You should carefully consider all of the information in this prospectus. In
particular, you should evaluate the specific risk factors under "Risk Factors"
for a discussion of certain risks involved with an investment in the new notes.
                                       10

<PAGE>   13
 
                UNAUDITED SUMMARY PRO FORMA FINANCIAL STATEMENTS
 
     The following Unaudited Summary Pro Forma Financial Statements are based on
the financial statements of Charter Holdings, CCA Group, and CharterComm
Holdings, LLC, as adjusted to illustrate the estimated effects of our merger
with Marcus Holdings and our recent acquisitions and pending acquisitions, as if
such acquisitions, had occurred on June 30, 1999 for the Balance Sheet Data and
Operating Data and for the estimated effects of the following transactions, as
if such transactions had occurred on January 1, 1998 for the Statements of
Operations and Other Financial Data:
 
          (1) the acquisition of us on December 23, 1998 by Paul G. Allen;
 
          (2) the acquisition of certain cable systems from Sonic
              Communications, Inc., located in California and Utah, on May 20,
              1998, by us for an aggregate purchase price, net of cash acquired,
              of $228.4 million, comprised of $167.5 million in cash and $60.9
              million in a note payable to the seller;
 
          (3) the acquisition of Marcus Cable on March 31, 1999 by Mr. Allen;
 
          (4) the acquisitions and dispositions during 1998 by Marcus Cable;
 
          (5) our merger with Marcus Holdings;
 
          (6) our recent acquisitions and pending acquisitions; and
 
          (7) the refinancing of all our debt through the issuance of the
              original notes and funding under our current credit facilities.
 
     The Unaudited Summary Pro Forma Financial Statements reflect the
application of the principles of purchase accounting to the transactions listed
in items (1) through (4) and (6) of the preceding sentence. In purchase
accounting, all separately identifiable assets and liabilities are recorded at
fair value with the excess purchase price recorded as franchises. The allocation
of the purchase price is based, in part, on preliminary information, which is
subject to adjustment upon obtaining complete valuation information of
intangible assets. The valuation information is expected to be finalized in the
fourth quarter of 1999. However, no significant adjustments are anticipated.
                                       11

<PAGE>   14
 
     The Unaudited Summary Pro Forma Financial Statements do not purport to be
indicative of what our financial position or results of operations would
actually have been had the transactions described above been completed on the
dates indicated or to project our results of operations for any future date. See
"Unaudited Pro Forma Financial Statements."
 

<TABLE>
<CAPTION>
                                                               UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                                                                     SIX MONTHS ENDED JUNE 30, 1999
                                            ---------------------------------------------------------------------------------
                                             CHARTER        RECENT                     PENDING      REFINANCING
                                             HOLDINGS    ACQUISITIONS    SUBTOTAL    ACQUISITIONS   ADJUSTMENTS      TOTAL
                                            ----------   ------------   ----------   ------------   -----------   -----------
                                                              (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                                         <C>          <C>            <C>          <C>            <C>           <C>
Revenues..................................  $  594,173    $ 127,246     $  721,419    $  181,625      $    --     $   903,044
                                            ----------    ---------     ----------    ----------      -------     -----------
Operating expenses:
  Operating, general and
    administrative........................     310,325       64,798        375,123       103,525           --         478,648
  Depreciation and amortization...........     313,621       62,691        376,312        96,898           --         473,210
  Stock option compensation expense.......      38,194           --         38,194            --           --          38,194
  Corporate expense charges(a)............      11,073        8,999         20,072            --           --          20,072
  Management fees.........................          --        2,815          2,815         2,524           --           5,339
                                            ----------    ---------     ----------    ----------      -------     -----------
    Total operating expenses..............     673,213      139,303        812,516       202,947           --       1,015,463
                                            ----------    ---------     ----------    ----------      -------     -----------
Loss from operations......................     (79,040)     (12,057)       (91,097)      (21,322)                    (112,419)
Interest expense..........................    (183,869)     (27,233)      (211,102)      (71,275)       6,900        (275,477)
Interest income...........................      10,189          259         10,448           197           --          10,645
Other income (expense)....................       2,682         (428)         2,254          (477)          --           1,777
                                            ----------    ---------     ----------    ----------      -------     -----------
Loss before extraordinary item............  $ (250,038)   $ (39,459)    $ (289,497)   $  (92,877)     $ 6,900     $  (375,474)
                                            ==========    =========     ==========    ==========      =======     ===========
OTHER FINANCIAL DATA:
EBITDA(b).................................  $  237,263    $  50,206     $  287,469    $   75,099                  $   362,568
EBITDA margin(c)..........................        39.9%        39.5%          39.8%         41.3%                        40.1%
Adjusted EBITDA(d)........................  $  283,848    $  62,448     $  346,296    $   78,100                  $   424,396
Cash flows from operating activities......     172,770       25,655        198,425        62,512                      260,937
Cash flows used in investing activities...    (321,691)     (36,466)      (358,157)      (75,511)                    (433,668)
Cash flows from (used in) financing
  activities..............................     257,631      (94,559)       163,072       173,974                      337,046
Cash interest expense.....................                                                                            216,851
Capital expenditures......................     263,309       25,576        288,885        74,892                      363,777
Total debt to annualized EBITDA...........                                                                                9.3x
Total debt to annualized Adjusted
  EBITDA..................................                                                                                7.9
EBITDA to cash interest expense...........                                                                                1.7
EBITDA to interest expense................                                                                                1.3
Deficiency of earnings to cover fixed
  charges(e)..............................                                                                        $   375,474
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets..............................  $8,687,474    $ 604,011     $9,291,485    $2,397,189           --     $11,688,674
Total debt................................   5,134,310      588,024      5,722,334     1,007,700           --       6,730,034
Member's equity...........................   3,204,122           --      3,204,122     1,325,000           --       4,529,122
</TABLE>

 
                                       12

<PAGE>   15
 

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED JUNE 30, 1999
                                             --------------------------------------------------------------------------------
                                              CHARTER        RECENT                     PENDING      REFINANCING
                                              HOLDINGS    ACQUISITIONS    SUBTOTAL    ACQUISITIONS   ADJUSTMENTS     TOTAL
                                             ----------   ------------   ----------   ------------   -----------   ----------
                                                               (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                                          <C>          <C>            <C>          <C>            <C>           <C>
OPERATING DATA (AT END OF PERIOD, EXCEPT FOR AVERAGES):
Homes passed(f)............................   4,631,000      312,000      4,943,000     1,088,000                   6,031,000
Basic customers(g).........................   2,735,000      211,000      2,946,000       731,000                   3,677,000
Basic penetration(h).......................        59.1%        67.6%          59.6%         67.2%                       61.0%
Premium units(i)...........................   1,674,000       88,000      1,762,000       445,000                   2,207,000
Premium penetration(j).....................        61.2%        41.7%          59.8%         60.9%                       60.0%
Average monthly revenue per basic
  customer(k)..............................                                                                        $    40.93
</TABLE>

 
                                       13

<PAGE>   16
 

<TABLE>
<CAPTION>
                                                            UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                                                                    YEAR ENDED DECEMBER 31, 1998
                                   ----------------------------------------------------------------------------------------------
                                    CHARTER       MARCUS        RECENT                     PENDING      REFINANCING
                                    HOLDINGS     HOLDINGS    ACQUISITIONS    SUBTOTAL    ACQUISITIONS   ADJUSTMENTS      TOTAL
                                   ----------   ----------   ------------   ----------   ------------   -----------   -----------
                                                            (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                                <C>          <C>          <C>            <C>          <C>            <C>           <C>
Revenues.........................  $  601,953   $  457,929    $  268,460    $1,328,342    $  328,981     $     --     $ 1,657,323
                                   ----------   ----------    ----------    ----------    ----------     --------     -----------
Operating expenses:
  Operating, general and
    administrative...............     304,555      236,595       138,524       679,674       167,686           --         847,360
  Depreciation and
    amortization.................     370,406      258,348       141,535       770,289       186,485           --         956,774
  Stock option compensation
    expense......................         845           --            --           845            --           --             845
  Corporate expense charges(a)...      16,493       17,042         6,759        40,294            --           --          40,294
  Management fees................          --           --         4,573         4,573        10,100           --          14,673
                                   ----------   ----------    ----------    ----------    ----------     --------     -----------
    Total operating expenses.....     692,299      511,985       291,391     1,495,675       364,271           --       1,859,946
                                   ----------   ----------    ----------    ----------    ----------     --------     -----------
Loss from operations.............     (90,346)     (54,056)      (22,931)     (167,333)      (35,290)          --        (202,623)
Interest expense.................    (204,770)    (140,651)      (95,489)     (440,910)     (118,511)       7,500        (551,921)
Other income (expense)...........         518           --            84           602        (5,944)          --          (5,342)
                                   ----------   ----------    ----------    ----------    ----------     --------     -----------
Loss before extraordinary
  items..........................  $ (294,598)  $ (194,707)   $ (118,336)   $ (607,641)   $ (159,745)    $  7,500     $  (759,886)
                                   ==========   ==========    ==========    ==========    ==========     ========     ===========
OTHER FINANCIAL DATA:
EBITDA(b)........................  $  280,578   $  204,292    $  118,688    $  603,558    $  145,251                  $   748,809
EBITDA margin(c).................        46.6%        44.6%         44.2%         45.4%         44.2%                        45.2%
Adjusted EBITDA(d)...............  $  297,398   $  221,334    $  129,936    $  648,668    $  161,295                  $   809,963
Cash flows from operating
  activities.....................     141,602      135,466        38,186       315,254        36,208                      351,462
Cash flows used in investing
  activities.....................    (387,633)    (217,729)      (56,242)     (661,604)     (177,891)                    (839,495)
Cash flows from (used in)
  financing activities...........     210,306      109,924       (21,932)      298,298        45,184                      343,482
Cash interest expense............                                                                                         436,432
Capital expenditures.............     213,353      224,723        22,672       460,748        70,435                      531,183
Total debt to EBITDA.............                                                                                             8.8x
Total debt to Adjusted EBITDA....                                                                                             8.1
EBITDA to cash interest
  expense........................                                                                                             1.7
EBITDA to interest expense.......                                                                                             1.4
Deficiency of earnings to cover
  fixed charges(e)...............                                                                                     $   759,886
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets.....................  $4,335,527   $2,900,129    $1,941,773    $9,177,429    $2,409,913     $125,000     $11,712,342
Total debt.......................   2,002,206    1,520,995     1,901,590     5,424,791     1,007,171      128,604       6,560,566
Members' equity..................   2,147,379    1,281,912            --     3,429,291     1,325,000       (3,604)      4,750,687
</TABLE>

 
                                       14

<PAGE>   17
 

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31, 1998
                                   ----------------------------------------------------------------------------------------------
                                    CHARTER       MARCUS        RECENT                     PENDING      REFINANCING
                                    HOLDINGS     HOLDINGS    ACQUISITIONS    SUBTOTAL    ACQUISITIONS   ADJUSTMENTS      TOTAL
                                   ----------   ----------   ------------   ----------   ------------   -----------   -----------
                                                            (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                                <C>          <C>          <C>            <C>          <C>            <C>           <C>
OPERATING DATA (AT END OF PERIOD, EXCEPT FOR AVERAGES):
Homes passed(f)..................   2,149,000    1,743,000       806,000     4,698,000       989,000                    5,687,000
Basic customers(g)...............   1,255,000    1,062,000       562,000     2,879,000       738,000                    3,617,000
Basic penetration(h).............        58.4%        60.9%         69.7%         61.3%         74.6%                        63.6%
Premium units(i).................     845,000      411,000       299,000     1,555,000       512,000                    2,067,000
Premium penetration(j)...........        67.3%        38.7%         53.2%         54.0%         69.4%                        57.1%
Average monthly revenue per basic
  customer(k)....................                                                                                     $     38.18
</TABLE>

 
-------------------------
(a)  Charter Investment provided corporate management and consulting services to
     our subsidiaries during 1998 and 1999, and to subsidiaries of Marcus
     Holdings beginning in October 1998. See "Certain Relationships and Related
     Transactions."
 
(b)  EBITDA represents earnings (loss) before interest, income taxes,
     depreciation and amortization. EBITDA is presented because it is a widely
     accepted financial indicator of a cable television company's ability to
     service indebtedness. However, EBITDA should not be considered as an
     alternative to income from operations or to cash flows from operating,
     investing or financing activities, as determined in accordance with
     generally accepted accounting principles. EBITDA should also not be
     construed as an indication of a company's operating performance or as a
     measure of liquidity. In addition, because EBITDA is not calculated
     identically by all companies, the presentation here may not be comparable
     to other similarly titled measures of other companies. Management's
     discretionary use of funds depicted by EBITDA may be limited by working
     capital, debt service and capital expenditure requirements and by
     restrictions related to legal requirements, commitments and uncertainties.
 
(c)  EBITDA margin represents EBITDA as a percentage of revenues.
 
(d)  Adjusted EBITDA means EBITDA before corporate expenses, management fees and
     other income (expense) in accordance with the term "Consolidated EBITDA"
     used in the indentures governing the notes. See "Description of Notes" for
     a complete presentation of the methodology employed in calculating Adjusted
     EBITDA. Adjusted EBITDA is presented because it is a widely accepted
     financial indicator of a cable company's ability to meet its debt payments
     and because it is used in the indentures to determine compliance with
     certain covenants. However, Adjusted EBITDA should not be considered as an
     alternative to income from operations or to cash flows from operating,
     investing or financing activities, as determined in accordance with
     generally accepted accounting principles. Adjusted EBITDA should also not
     be construed as an indication of a company's operating performance or as a
     measure of liquidity. In addition, because Adjusted EBITDA is not
     calculated identically by all companies, the presentation here may not be
     comparable to other similarly titled measures of other companies.
     Management's discretionary use of funds depicted by Adjusted EBITDA may be
     limited by working capital, debt service and capital expenditure
     requirements and by restrictions related to legal requirements, commitments
     and uncertainties.
 
(e)  Earnings include net income (loss) plus fixed charges. Fixed charges
     consist of interest expense and an estimated interest component of rent
     expense.
 
(f)   Homes passed are the number of living units, such as single residence
      homes, apartments and condominium units, passed by the cable television
      distribution network in a given cable system service area.
 
(g)  Basic customers are customers who receive basic cable service.
 
(h)  Basic penetration represents basic customers as a percentage of homes
     passed.
 
(i)   Premium units represent the total number of subscriptions to premium
      channels.
 
(j)   Premium penetration represents premium units as a percentage of basic
      customers.
 
(k)  Average monthly revenue per basic customer represents revenues divided by
     the number of months in the period divided by the number of basic customers
     at period end.
 
     See "Notes to the Unaudited Pro Forma Financial Statements."
                                       15

<PAGE>   18
 
                                  RISK FACTORS
 
     The new notes, like the old notes, entail the following risks. You should
carefully consider these risk factors, as well as the other information in this
prospectus, before tendering original notes in exchange for new notes.
 
                                  OUR BUSINESS
 
WE HAVE SUBSTANTIAL EXISTING DEBT AND WILL INCUR SUBSTANTIAL ADDITIONAL DEBT
WHICH COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND PREVENT US FROM FULFILLING
OUR OBLIGATIONS UNDER THE NOTES.
 
     We have a significant amount of debt. As of June 30, 1999, pro forma for
our pending acquisitions and recent acquisitions completed since that date, our
total debt was approximately $6.7 billion, our total member's equity was
approximately $4.5 billion, and the deficiency of our earnings available to
cover fixed charges was approximately $375 million.
 
     Our significant debt could have important consequences to you. For example,
it could:
 
     - make it more difficult for us to satisfy our obligations to you with
       respect to the notes and to satisfy our obligations under our credit
       facilities;
 
     - increase our vulnerability to general adverse economic and cable industry
       conditions, including interest rate fluctuations, because much of our
       borrowings are and will continue to be at variable rates of interest;
 
     - require us to dedicate a substantial portion of our cash flow from
       operations to payments on our debt, which will reduce our funds available
       for working capital, capital expenditures, acquisitions of additional
       systems and other general corporate expenses;
 
     - limit our flexibility in planning for, or reacting to, changes in our
       business and the cable industry generally;
 
     - place us at a disadvantage compared to our competitors that have
       proportionately less debt; and
 
     - limit our ability to borrow additional funds in the future, if we need
       them, due to applicable financial and restrictive covenants in such debt.
 
     We anticipate incurring significant additional debt in the future to fund
the expansion, maintenance and the upgrade of our systems. If new debt is added
to our current debt levels, the related risks that we and you now face could
intensify.
 
THE AGREEMENTS AND INSTRUMENTS GOVERNING OUR DEBT CONTAIN RESTRICTIONS AND
LIMITATIONS WHICH COULD SIGNIFICANTLY IMPACT OUR ABILITY TO OPERATE OUR BUSINESS
AND REPAY THE NOTES.
 
     Our credit facilities and the indentures governing the notes contain a
number of significant covenants that could adversely impact our business. These
covenants, among other things, restrict the ability of our subsidiaries to:
 
     - pay dividends;
 
     - pledge assets;
 
                                       16

<PAGE>   19
 
     - dispose of assets or merge;
 
     - incur additional debt;
 
     - issue equity;
 
     - repurchase or redeem equity interests and debt;
 
     - create liens; and
 
     - make certain investments or acquisitions.
 
Furthermore, in accordance with our credit facilities, we are required to
maintain specified financial ratios and meet financial tests. The ability to
comply with these provisions may be affected by events beyond our control. The
breach of any of these covenants will result in a default under the applicable
debt agreement or instrument.
 
IF WE DEFAULT UNDER OUR CREDIT FACILITIES, WE MAY NOT HAVE THE ABILITY TO MAKE
PAYMENTS ON THE NOTES, WHICH WOULD PLACE US IN DEFAULT UNDER OUR INDENTURES.
SUCH DEFAULTS MAY ADVERSELY AFFECT US.
 
     In the event of a default under our credit facilities, lenders could elect
to declare all amounts borrowed, together with accrued and unpaid interest and
other fees, to be due and payable. In any event, when a default exists under our
credit facilities, funds may not be distributed by our subsidiaries to Charter
Holdings to pay interest or principal on the notes. If the amounts outstanding
under our credit facilities are accelerated, thereby causing an acceleration of
amounts outstanding under the notes, we may not be able to repay such amounts or
the notes. In addition, under the terms of our credit facilities, if the 8.250%
notes are not refinanced at least six months prior to the date of their
maturity, the entire amount due under such credit facilities will become due and
payable and we may not have the ability to make such payment. Any default under
any of our credit facilities or our indentures may adversely affect our growth,
our financial condition and our results of operations.
 
THE NOTES ARE THE OBLIGATIONS OF A HOLDING COMPANY WHICH HAS NO OPERATIONS AND
DEPENDS ON ITS OPERATING SUBSIDIARIES FOR CASH. OUR SUBSIDIARIES MAY BE LIMITED
IN THEIR ABILITY TO MAKE FUNDS AVAILABLE FOR THE PAYMENT OF AMOUNTS DUE UNDER
THE NOTES.
 
     As a holding company, Charter Holdings does not hold substantial assets
other than its direct or indirect investments in and advances to our operating
subsidiaries. Consequently, our subsidiaries conduct all of our operations and
own substantially all of our assets. As a result, our cash flow and our ability
to meet our debt payment obligations on the notes will depend upon the cash flow
of our subsidiaries and the payment of funds by our subsidiaries to us in the
form of loans, equity distributions or otherwise. Our subsidiaries are not
obligated to make funds available to us for payment on the notes. In addition,
our subsidiaries' ability to make any such loans, equity distributions or other
payments to us will depend on their earnings, the terms of their indebtedness,
business and tax considerations and legal restrictions.
 
BECAUSE OF OUR HOLDING COMPANY STRUCTURE, THE NOTES WILL BE SUBORDINATE TO ALL
LIABILITIES OF OUR SUBSIDIARIES.
 
     Under our credit facilities, Charter Operating is the borrower, and our
other subsidiaries are guarantors. The lenders under our credit facilities will
have the right to be
 
                                       17

<PAGE>   20
 
paid before you from any of our subsidiaries' assets. In the event of
bankruptcy, liquidation or dissolution of a subsidiary, following payment by
such subsidiary of its liabilities, such subsidiary may not have sufficient
assets remaining to make payments to us as a shareholder or otherwise. This will
adversely affect our ability to make payments to you as a holder of the notes.
 
OUR ABILITY TO GENERATE THE SIGNIFICANT AMOUNT OF CASH NEEDED TO SERVICE OUR
DEBT AND GROW OUR BUSINESS DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.
 
     Our ability to make payments on our debt, including the notes, and to fund
our planned capital expenditures for upgrading our cable systems and for other
purposes will depend on our ability to generate cash and secure financing in the
future. This, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond our
control. If our business does not generate sufficient cash flow from operations,
and sufficient future borrowings are not available to us under our credit
facilities or from other sources of financing, we may not be able to repay our
debt, including the notes, to grow our business or to fund our other liquidity
needs.
 
WE HAVE GROWN RAPIDLY AND HAVE A LIMITED HISTORY OF OPERATING OUR CURRENT
SYSTEMS. THIS MAKES IT DIFFICULT FOR YOU TO COMPLETELY EVALUATE OUR PERFORMANCE.
 
     We commenced active operations in 1994 and have grown rapidly since then
through acquisitions of cable systems. As of June 30, 1999, giving effect to our
pending acquisitions and recent acquisitions closed since June 30, 1999, our
systems served approximately 193% more customers than were served as of December
31, 1998. As a result, historical financial information about us may not be
indicative of the future or of results that we can achieve with the cable
systems which will be under our control. Our recent growth in revenue and growth
in EBITDA over our short operating history is not necessarily indicative of
future performance.
 
WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO EXPERIENCE NET LOSSES.
CONSEQUENTLY, WE MAY NOT HAVE THE ABILITY TO FINANCE OUR FUTURE OPERATIONS.
 
     We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. We reported net losses from continuing
operations, before extraordinary items, of $5 million for 1997, $23 million for
1998, and $216 million for the six months ended June 30, 1999. On a pro forma
basis, giving effect to our merger with Marcus Holdings and our recent and
pending acquisitions, we had net losses from continuing operations, before
extraordinary items of $760 million for 1998. For the six months ended June 30,
1999, on the same pro forma basis, we had net losses from continuing operations,
before extraordinary items of $375 million. We expect our net losses to increase
as a result of our merger with Marcus Holdings and our recent and pending
acquisitions. We cannot predict what impact, if any, continued losses will have
on our ability to finance our operations in the future.
 
WE MAY NOT BE ABLE TO OBTAIN CAPITAL SUFFICIENT TO FUND OUR PLANNED UPGRADES AND
OTHER CAPITAL EXPENDITURES. THIS COULD ADVERSELY AFFECT OUR ABILITY TO OFFER NEW
PRODUCTS AND SERVICES, WHICH COULD ADVERSELY AFFECT OUR GROWTH, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
 
     We intend to upgrade a significant portion of our cable systems over the
coming years and make other capital investments. For the three years ending
December 31, 2001, we
 
                                       18

<PAGE>   21
 
plan to spend approximately $900 million including Marcus Cable, or $1.2 billion
pro forma including our recent and pending acquisitions, to upgrade the systems
we own and the systems we have agreed to acquire in our pending acquisitions. We
also plan to spend an additional $900 million, or $1.3 billion pro forma for our
recent and pending acquisitions, to maintain and expand the systems we own and
the systems we will acquire. We cannot assure you that these amounts will be
sufficient to accomplish our planned system upgrades, maintenance and expansion.
If we cannot obtain the necessary funds from increases in our operating cash
flow, additional borrowings or other sources, we may not be able to fund our
planned upgrades and expansion and offer new products and services on a timely
basis. Consequently, our growth, our financial condition and the results of our
operations could suffer materially.
 
IF WE ARE UNSUCCESSFUL IN IMPLEMENTING OUR GROWTH STRATEGY, WE MAY BE UNABLE TO
FULFILL OUR OBLIGATIONS UNDER THE NOTES.
 
     We expect that a substantial portion of our future growth will be achieved
through revenues from new products and services and the acquisition of
additional cable systems. We may not be able to offer these new products and
services successfully to our customers and these new products and services may
not generate adequate revenues. In addition, we cannot predict the success of
our acquisition strategy. In the past year, the cable television industry has
undergone dramatic consolidation which has reduced the number of future
acquisition prospects. This consolidation may increase the purchase price of
future acquisitions, and we may not be successful in identifying attractive
acquisition targets in the future. Additionally, those acquisitions we do
complete are not likely to have a positive net impact on our operating results
in the near future. If we are unable to grow our cash flow sufficiently, we may
be unable to fulfill our obligations to you under the notes or obtain
alternative financing.
 
WE MAY NOT HAVE THE ABILITY TO INTEGRATE THE NEW SYSTEMS THAT WE ACQUIRE AND THE
CUSTOMERS THEY SERVE WITH OUR EXISTING SYSTEMS. THIS COULD ADVERSELY AFFECT OUR
OPERATING RESULTS AND GROWTH STRATEGY.
 
     Upon the completion of our pending acquisitions, we will own and operate
cable systems serving approximately 3.7 million customers, as compared to the
cable systems we currently own which serve approximately 2.7 million customers
as of June 30, 1999. In addition, we may acquire more cable systems in the
future, through system swaps or otherwise. The integration of our new cable
systems poses a number of significant risks, including:
 
     - our acquisitions may not have a positive impact on our cash flows from
       operations.
 
     - the integration of these new systems and customers will place significant
       demands on our management and our operations, informational services, and
       financial, legal and marketing resources. Our current operating and
       financial systems and controls and information services may not be
       adequate, and any steps taken to improve these systems and controls may
       not be sufficient.
 
     - our current information systems may be incompatible with the information
       systems we have acquired or plan to acquire. We may be unable to
       integrate these information systems at a reasonable cost or in a timely
       manner.
 
     - acquired businesses sometimes result in unexpected liabilities and
       contingencies which could be significant.
 
                                       19

<PAGE>   22
 
     - our continued growth will also increase our need for qualified personnel.
       We may not be able to hire such additional qualified personnel.
 
     We cannot assure you that we will successfully integrate any acquired
systems into our operations.
 
THE FAILURE TO OBTAIN NECESSARY REGULATORY APPROVALS, OR TO SATISFY OTHER
CLOSING CONDITIONS, COULD IMPEDE THE CONSUMMATION OF A PENDING ACQUISITION. THIS
WOULD PREVENT OR DELAY OUR STRATEGY TO EXPAND OUR BUSINESS AND INCREASE
REVENUES.
 
     Our pending acquisitions are subject to federal, state and local regulatory
approvals. We cannot assure you that we will be able to obtain any necessary
approvals. These pending acquisitions are also subject to a number of other
closing conditions. We cannot assure you as to when, or if, each such
acquisition will be consummated. Any delay, prohibition or modification could
adversely affect the terms of a pending acquisition or could require us to
abandon an otherwise attractive opportunity and possibly forfeit earnest money.
 
OUR PROGRAMMING COSTS ARE INCREASING. WE MAY NOT HAVE THE ABILITY TO PASS THESE
INCREASES ON TO OUR CUSTOMERS, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOW AND
OPERATING MARGINS.
 
     Programming has been and is expected to continue to be our largest single
expense item. In recent years, the cable industry has experienced a rapid
escalation in the cost of programming, particularly sports programming. This
escalation may continue and we may not be able to pass programming cost
increases on to our customers. In addition, as we upgrade the channel capacity
of our systems and add programming to our basic and expanded basic programming
tiers, and reposition premium services to the basic tier, we may face additional
market constraints on our ability to pass programming costs on to our customers.
Basic programming includes a variety of entertainment and local programming.
Expanded basic programming offers more services than basic programming. Premium
service provides unedited, commercial-free movies, sports and other special
event entertainment programming. The inability to pass programming cost
increases on to our customers will have an adverse impact on our cash flow and
operating margins.
 
WE MAY BE UNABLE TO NEGOTIATE CONSTRUCTION CONTRACTS ON FAVORABLE TERMS AND OUR
CONSTRUCTION COSTS MAY INCREASE SIGNIFICANTLY. THIS COULD ADVERSELY AFFECT OUR
GROWTH, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
     The expansion and upgrade of our existing systems and the systems we plan
to acquire in our pending acquisitions will require us to hire contractors and
enter into a number of construction agreements. We may have difficulty hiring
experienced civil contractors, and the contractors we hire may encounter cost
overruns or delays in construction. Our construction costs may increase
significantly over the next few years as existing contracts expire and as demand
for cable construction services continues to grow. We cannot assure you that we
will be able to construct new systems or expand or upgrade existing or acquired
systems in a timely manner or at a reasonable cost. This may adversely affect
our growth, financial condition and results of operations.
 
OUR PRINCIPAL EQUITY HOLDER MAY HAVE INTERESTS ADVERSE TO YOUR INTERESTS.
 
     Paul G. Allen beneficially owns approximately 97% of our outstanding equity
interests on a fully diluted basis. Accordingly, Mr. Allen has the ability to
control fundamental
 
                                       20

<PAGE>   23
 
corporate transactions requiring equity holder approval, including without
limitation, election of directors, approval of merger transactions involving us
and sales of all or substantially all of our assets. Further, through his
effective control of our management and affairs, Mr. Allen could cause us to
enter into contracts with another corporation in which he owns an interest, or
cause us to decline a transaction that he or an entity in which he owns an
interest ultimately enters into.
 
     Mr. Allen may engage in other businesses involving the operation of cable
television systems, video programming, high-speed Internet access or electronic
commerce, or other businesses that compete or may in the future compete with us
through one or more of his affiliates, subject to the provisions of the
certificate of incorporation of Charter Communications, Inc. and the operating
agreement of Charter Communications Holding Company. See "Certain Relationships
and Related Transactions -- Allocation of Business Opportunities with Mr.
Allen." If he did so, we and Mr. Allen would be competing. In addition, Mr.
Allen currently engages and may engage in the future in businesses that are
complementary to our cable television business. Accordingly, conflicts could
arise with respect to the allocation of corporate opportunities between us and
Mr. Allen's affiliates. Current or future agreements between us and Mr. Allen
may not be the result of arm's-length negotiations. Consequently, such
agreements may be less favorable to us than agreements that we could otherwise
have entered into with unaffiliated third parties. Further, many past and future
transactions with Mr. Allen or his affiliates are informal in nature and,
therefore, costs and benefits are not formally allocated among the parties to
the transactions. As a result, there inevitably will be some discretion left to
the parties, who are subject to the potentially conflicting interests described
above.
 
     We have not instituted any formal plan or arrangement to address potential
conflicts of interest that may arise.
 
UPON THE COMPLETION OF THE INITIAL PUBLIC OFFERING BY CHARTER COMMUNICATIONS,
INC., IT IS ANTICIPATED THAT WE WILL NOT BE PERMITTED TO ENGAGE IN ANY BUSINESS
ACTIVITY OTHER THAN THE CABLE TRANSMISSION OF VIDEO, AUDIO AND DATA UNLESS MR.
ALLEN FIRST DETERMINES NOT TO PURSUE THAT PARTICULAR BUSINESS ACTIVITY. THIS
COULD ADVERSELY AFFECT OUR ABILITY TO OFFER NEW PRODUCTS AND SERVICES OUTSIDE OF
THE CABLE TRANSMISSION BUSINESS AND ENTER INTO NEW BUSINESSES, WHICH COULD
ADVERSELY AFFECT OUR GROWTH, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
     The certificate of incorporation of Charter Communications, Inc. and
Charter Communications Holding Company's operating agreement will provide that,
until all of the shares of Charter Communications, Inc.'s Class B common stock
held by Mr. Allen have automatically converted into shares of Class A common
stock, Charter Communications, Inc. and Charter Communications Holding Company,
including their subsidiaries, cannot engage in any business activity outside the
cable transmission business, unless the opportunity to pursue that particular
business activity is first offered to Mr. Allen. The cable transmission business
means the business of transmitting video, audio, including telephone services,
and data on cable television systems owned or managed by us from time to time.
Mr. Allen must decide not to pursue such other business activity and consent to
our engaging in the business activity. These provisions may limit our ability to
take advantage of attractive business opportunities. Consequently, our ability
to offer new products and services outside of the cable transmission business
and enter into new businesses could be adversely affected, resulting in an
adverse effect on our growth, financial condition and results of operations. See
"Certain Relationships and Related Transactions -- Allocation of Business
Opportunities with Mr. Allen."
 
                                       21

<PAGE>   24
 
OUR MANAGEMENT WILL BE RESPONSIBLE FOR MANAGING OTHER CABLE OPERATIONS AND WILL
NOT DEVOTE THEIR FULL TIME TO OUR OPERATIONS. THIS COULD IMPAIR OUR OPERATING
RESULTS AND GIVE RISE TO CONFLICTS OF INTEREST.
 
     Mr. Allen and certain other of our affiliates, including our direct parent,
Charter Communications Holding Company, have agreed to acquire, and may from
time to time in the future acquire, cable systems in addition to those owned or
acquired by us. To date, such affiliates have signed agreements to purchase
cable systems with a total of approximately 2.5 million customers. Although in
the past, Charter Investment has assigned certain of their acquisitions to us,
there is no present intention on the part of Charter Investment or any of our
other affiliates to contribute any additional acquisitions to us or to any of
our subsidiaries.
 
     Charter Investment, of which Mr. Allen is the majority owner, as well as
some of the officers of Charter Investment who currently manage our cable
systems, will have a substantial role in managing these outside systems. Charter
Investment and its officers and employees now devote substantially all of their
time to managing our systems. However, when such persons begin to manage outside
cable systems as well, the time they devote to managing our systems will be
correspondingly reduced. This could impair our results of operations. Moreover,
allocating managers' time and other resources of Charter Investment between our
systems and outside systems held by our affiliates could give rise to conflicts
of interest. Charter Investment does not have or plan to create formal
procedures for determining whether and to what extent outside cable television
systems described above will receive priority with respect to personnel
requirements.
 
THE LOSS OF CERTAIN KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO MANAGE
OUR BUSINESS.
 
     Our operations are managed by Charter Investment which, in turn, is managed
by a small number of key executive officers, including Jerald L. Kent. The loss
of the services of these individuals, and, in particular, of Mr. Kent, could
adversely affect our ability to manage our business which, in turn, could
adversely affect our financial condition and results of operations.
 
DATA PROCESSING FAILURES AFTER DECEMBER 31, 1999 COULD SIGNIFICANTLY DISRUPT OUR
OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUES AND OTHER DIFFICULTIES.
 
     The year 2000 problem affects our owned and licensed computer systems and
equipment used in connection with internal operations. It also affects our
non-information technology systems, including embedded systems in our buildings
and other infrastructure. Additionally, since we rely directly and indirectly,
in the regular course of business, on the proper operation and compatibility of
third party systems, the year 2000 problem could cause these systems to fail,
err or become incompatible with our systems.
 
     Much of our assessment efforts regarding the year 2000 problem has
involved, and depends on, inquiries to third party service providers. Some of
these third parties that have certified the readiness of their products will not
certify that such products have operating compatibility with our systems. If we,
or a significant third party with whom we communicate and do business through
computers, fails to become year 2000 ready, or if the year 2000 problem causes
our systems to become internally incompatible or incompatible with key third
party systems, our business could suffer material disruptions. We could also
face disruptions if the year 2000 problem causes general widespread problems or
an economic crisis. We cannot now estimate the extent of these potential
 
                                       22

<PAGE>   25
 
disruptions. We cannot assure you that our efforts to date and our ongoing
efforts to prepare for the year 2000 problem will be sufficient to prevent a
material disruption of our operations, particularly with respect to systems we
may acquire prior to December 31, 1999. As a result of any such disruption our
growth, financial condition and results of operations could suffer materially.
 
THERE SHOULD BE NO EXPECTATION THAT MR. ALLEN WILL FUND OUR OPERATIONS OR
OBLIGATIONS IN THE FUTURE.
 
     In the past, Mr. Allen and/or his affiliates have contributed equity to
Charter Investment and Charter Communications Holding Company. Pursuant to a
membership interests purchase agreement, as amended, Vulcan Cable III
contributed $500 million on August 10, 1999 to Charter Communications Holding
Company, and agreed to contribute an additional $825 million, which will be in
the form of cash and certain equity interests to be acquired in connection with
the Rifkin acquisition, to Charter Communications Holding Company. Charter
Communications Holding Company has committed to contribute all of this equity to
us. There can be no expectation that Mr. Allen or his affiliates will continue
to contribute funds to us or to our affiliates in the future.
 
                                  OUR INDUSTRY
 
WE OPERATE IN A VERY COMPETITIVE BUSINESS ENVIRONMENT WHICH CAN AFFECT OUR
BUSINESS AND OPERATIONS.
 
     The industry in which we operate is highly competitive. In some instances
we compete against companies with fewer regulatory burdens, easier access to
financing, greater personnel resources, greater brand name recognition and
long-standing relationships with regulatory authorities. Mergers, joint ventures
and alliances among cable television operators, regional telephone companies,
long distance telephone service providers, electric utilities, local exchange
carriers, which are local phone companies that provide local area telephone
services and access to long distance services to customers, providers of
cellular and other wireless communications services and others may result in
providers capable of offering cable television and other telecommunications
services in direct competition with us.
 
     We also face competition within the subscription television industry, which
includes providers of paid television service, and excludes broadcast companies
that transmit their signal to customers without assessing a subscription fee. We
also face competition from companies distributing television broadcast signals
without a subscription fee and from other communications and entertainment
media, including conventional off-air television and radio broadcasting
services, newspapers, movie theaters, the Internet, live sports events and home
video products. We cannot assure you that upgrading our cable systems will allow
us to compete effectively. Additionally, as we expand and introduce new and
enhanced services, including additional telecommunications services, we will be
subject to competition from other telecommunications providers. We cannot
predict the extent to which this competition may affect our business and
operations in the future.
 
                                       23

<PAGE>   26
 
WE MAY NOT BE ABLE TO FUND THE CAPITAL EXPENDITURES NECESSARY TO KEEP PACE WITH
TECHNOLOGICAL DEVELOPMENTS OR OUR CUSTOMERS' DEMAND FOR NEW PRODUCTS OR
SERVICES. THIS COULD LIMIT OUR ABILITY TO COMPETE EFFECTIVELY.
 
     The cable business is characterized by rapid technological change and the
introduction of new products and services. We cannot assure you that we will be
able to fund the capital expenditures necessary to keep pace with technological
developments, or that we will successfully anticipate the demand of our
customers for products or services requiring new technology. This type of rapid
technological change could adversely affect our plans to upgrade or expand our
systems and respond to competitive pressures. Our inability to upgrade, maintain
and expand our systems and provide enhanced services in a timely manner, or to
anticipate the demands of the market place, could adversely affect our ability
to compete. Consequently, our growth, results of operation and financial
condition could suffer materially.
 
WE OPERATE OUR CABLE SYSTEMS UNDER FRANCHISES WHICH ARE NON-EXCLUSIVE. LOCAL
FRANCHISING AUTHORITIES CAN GRANT ADDITIONAL FRANCHISES AND CREATE COMPETITION
IN MARKET AREAS WHERE NONE EXISTED PREVIOUSLY.
 
     Our cable systems are operated under franchises granted by local
franchising authorities. These franchises are non-exclusive. Consequently, such
local franchising authorities can grant additional franchises to competitors in
the same geographic area. As a result, competing operators may build systems in
areas in which we hold franchises. The existence of more than one cable system
operating in the same territory is referred to as an overbuild. Overbuilds can
adversely affect our operations. We are currently aware of overbuild situations
in six of our systems and potential overbuild situations in another four of our
systems, together representing a total of approximately 89,000 customers.
Additional overbuild situations may occur in other systems.
 
OUR CABLE SYSTEMS ARE OPERATED UNDER FRANCHISES WHICH ARE SUBJECT TO NON-
RENEWAL OR TERMINATION. THE FAILURE TO RENEW A FRANCHISE COULD ADVERSELY AFFECT
OUR BUSINESS IN A KEY MARKET.
 
     Our cable systems generally operate pursuant to non-exclusive franchises,
permits or licenses typically granted by a municipality or other state or local
government controlling the public rights-of-way. Many franchises establish
comprehensive facilities and service requirements, as well as specific customer
service standards and establish monetary penalties for non-compliance. In many
cases, franchises are terminable if the franchisee fails to comply with material
provisions set forth in the franchise agreement governing system operations.
Franchises are generally granted for fixed terms and must be periodically
renewed. Local franchising authorities may resist granting a renewal if either
past performance or the prospective operating proposal is considered inadequate.
Franchise authorities often demand concessions or other commitments as a
condition to renewal, which have been and may continue to be costly to us. In
certain cases, franchises have not been renewed at expiration, and we have
operated under either temporary operating agreements or without a license while
negotiating renewal terms with the local franchising authorities. We cannot
assure you that we will be able to renew these franchises in the future. In the
future, a sustained and material failure to renew a franchise could adversely
affect our business in the affected geographic area.
 
                                       24

<PAGE>   27
 
LOCAL FRANCHISE AUTHORITIES HAVE THE ABILITY TO IMPOSE ADDITIONAL REGULATORY
CONSTRAINTS ON OUR BUSINESS. THIS CAN FURTHER INCREASE OUR EXPENSES.
 
     In addition to the franchise document, cable authorities have also adopted
in some jurisdictions cable regulatory ordinances that further regulate the
operation of cable systems. This additional regulation increases our expenses in
operating our business. We cannot assure you that the local franchising
authorities will not impose new and more restrictive requirements.
 
     Local franchising authorities also have the power to reduce rates and order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. Basic service tier
rates are the prices charged for basic programming services. As of June 30,
1999, we have refunded an aggregate amount of approximately $50,000 since our
inception. We may be required to refund additional amounts in the future.
 
OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL LEGISLATION AND REGULATION.
THE APPLICABLE LEGISLATION AND REGULATIONS, AND CHANGES TO THEM, COULD ADVERSELY
AFFECT OUR BUSINESS BY INCREASING OUR EXPENSES.
 
     Regulation of the cable industry has increased the administrative and
operational expenses and limited the revenues of cable systems. Cable operators
are subject to, among other things:
 
     - limited rate regulation;
 
     - requirements that, under specified circumstances, a cable system carry a
       local broadcast station or obtain consent to carry a local or distant
       broadcast station;
 
     - rules for franchise renewals and transfers; and
 
     - other requirements covering a variety of operational areas such as equal
       employment opportunity, technical standards and customer service
       requirements.
 
     Additionally, many aspects of such regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. There are also
ongoing efforts to amend or expand the state and local regulation of some of our
cable systems, which may compound the regulatory risks we already face. We
expect further efforts, but cannot predict whether any of the states or
localities in which we now operate will expand regulation of our cable systems
in the future or how they will do so.
 
WE MAY BE REQUIRED TO PROVIDE ACCESS TO OUR NETWORKS TO OTHER INTERNET SERVICE
PROVIDERS. THIS COULD SIGNIFICANTLY INCREASE OUR COMPETITION AND ADVERSELY
AFFECT THE UPGRADE OF OUR SYSTEMS OR OUR ABILITY TO PROVIDE NEW PRODUCTS AND
SERVICES.
 
     There are proposals before the United States Congress and the Federal
Communications Commission to require all cable operators to make a portion of
their cable systems' bandwidth available to other Internet service providers,
such as telephone companies. Certain local franchising authorities are
considering or have already approved such "open access" requirements. A federal
district court in Portland, Oregon, recently upheld the legality of an open
access requirement. Recently, a number of companies, including telephone
companies and Internet service providers, have requested local authorities and
the Federal Communications Commission to require cable operators to provide
access to cable's broadband infrastructure, which allows cable to deliver a
multitude of channels and/or services, so that these companies may deliver
Internet services directly to customers over cable facilities. Broward County,
Florida recently granted open access to an
 
                                       25

<PAGE>   28
 
Internet service provider as a condition to a cable operator's transfer of its
franchise for cable service. The cable operator has commenced legal action at
the district level. Allocating a portion of our bandwidth capacity to other
Internet service providers would impair our ability to use our bandwidth in ways
that would generate maximum revenues. In addition, our Internet service provider
competitors would be strengthened. We may also decide not to upgrade our systems
which would prevent us from introducing our planned new products and services.
In addition, we cannot assure you that if we were required to provide access in
this manner, it would not adversely impact our profitability in many ways,
including any or all of the following:
 
     - significantly increasing competition;
 
     - increasing the expenses we incur to maintain our systems; and
 
     - increasing the expense of upgrading and/or expanding our systems.
 
DESPITE RECENT DEREGULATION OF EXPANDED BASIC CABLE PROGRAMMING PACKAGES, WE ARE
CONCERNED THAT CABLE RATE INCREASES COULD GIVE RISE TO FURTHER REGULATION. THIS
COULD IMPAIR OUR ABILITY TO RAISE RATES TO COVER OUR INCREASING COSTS OR CAUSE
US TO DELAY OR CANCEL SERVICE OR PROGRAMMING ENHANCEMENTS.
 
     On March 31, 1999, the pricing guidelines of expanded basic cable
programming packages were deregulated, permitting cable operators to set their
own rates. This deregulation was not applicable to basic services. However, the
Federal Communications Commission and the United States Congress continue to be
concerned that cable rate increases are exceeding inflation. It is possible that
either the Federal Communications Commission or the United States Congress will
again restrict the ability of cable television operators to implement rate
increases. Should this occur, it would impede our ability to raise our rates. If
we are unable to raise our rates in response to increasing costs, our financial
condition and results of operations could be materially adversely affected.
 
IF WE OFFER TELECOMMUNICATIONS SERVICES, WE MAY BE SUBJECT TO ADDITIONAL
REGULATORY BURDENS CAUSING US TO INCUR ADDITIONAL COSTS.
 
     If we enter the business of offering telecommunications services, we may be
required to obtain federal, state and local licenses or other authorizations to
offer such services. We may not be able to obtain such authorizations in a
timely manner, if at all, and conditions could be imposed upon such licenses or
authorizations that may not be favorable to us. Furthermore, telecommunications
companies, including Internet protocol telephony companies, which are companies
that have the ability to offer telephone services over the Internet, generally
are subject to significant regulation as well as higher fees for pole
attachments. Pole attachments are cable wires that are attached to poles. In
particular, cable operators who provide telecommunications services and cannot
reach agreement with local utilities over pole attachment rates in states that
do not regulate pole attachment rates will be subject to a methodology
prescribed by the Federal Communications Commission for determining the rates.
These rates may be higher than those paid by cable operators who do not provide
telecommunications services. The rate increases are to be phased in over a
five-year period beginning on February 8, 2001. If we become subject to
telecommunications regulation or higher pole attachment rates, we may incur
additional costs which may be material to our business.
 
                                       26

<PAGE>   29
 
                                  THE OFFERING
 
THERE IS NO PUBLIC MARKET FOR THE NOTES. AN ACTIVE MARKET MAY NOT DEVELOP
CAUSING DIFFICULTIES FOR YOU IF YOU TRY TO RESELL THE NOTES.
 
     The new notes will be new securities for which there is currently no public
market. We do not intend to list the new notes on any national securities
exchange or quotation system. There can be no assurance as to the development of
any market or liquidity of any market that may develop for the new notes. If a
trading market does not develop or is not maintained, you may experience
difficulty in reselling new notes, or you may be unable to sell them at all.
 
IF YOU FAIL TO EXCHANGE YOUR ORIGINAL NOTES FOR NEW NOTES, SUCH ORIGINAL NOTES
WILL REMAIN SUBJECT TO RESTRICTIONS ON TRANSFER. ACCORDINGLY, THE LIQUIDITY OF
THE MARKET FOR THE ORIGINAL NOTES COULD BE ADVERSELY AFFECTED.
 
     Holders of original notes who do not exchange their original notes for new
notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of the original notes set forth in the legend on the
original notes. This is a consequence of the issuance of the original notes
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. In general, original notes may
not be offered or sold, unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. If we complete the exchange
offer, we will not be required to register the original notes, and we do not
anticipate that we will register the original notes, under the Securities Act.
Additionally, to the extent that original notes are tendered and accepted in the
exchange offer, the aggregate principal amount of original notes outstanding
will decrease, with a resulting decrease in the liquidity of the market for the
original notes.
 
WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FULFILL OUR
OBLIGATIONS UNDER THE NOTES FOLLOWING A CHANGE OF CONTROL OFFER. THIS WOULD
PLACE US IN DEFAULT UNDER THE INDENTURES GOVERNING THE NOTES.
 
     Under the indentures governing the notes, upon the occurrence of specified
change of control events, we will be required to offer to repurchase all
outstanding notes. However, we may not have sufficient funds at the time of the
change of control event to make the required repurchase of the notes. In
addition, a change of control would require the repayment of borrowings under
our credit facilities. Because the credit facilities are obligations of our
subsidiaries, the credit facilities would have to be repaid by our subsidiaries
before their assets could be used to repurchase the notes. Our failure to make
or complete an offer to repurchase the notes would place us in default under the
indentures.
 
THE 9.920% NOTES WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT. CONSEQUENTLY,
HOLDERS OF 9.920% NOTES WILL GENERALLY BE REQUIRED TO INCLUDE AMOUNTS IN GROSS
INCOME FOR FEDERAL INCOME TAX PURPOSES IN ADVANCE OF RECEIVING CASH.
 
     The 9.920% notes will be issued at a substantial discount from their stated
principal amount. As a result, purchasers of such notes generally will be
required to include the accrued portion of such discount in gross income, as
interest, for United States federal income tax purposes in advance of the
receipt of cash payments of such interest.
 
                                       27

<PAGE>   30
 
IF A BANKRUPTCY PETITION WERE FILED BY OR AGAINST US, YOU MAY RECEIVE A LESSER
AMOUNT FOR YOUR CLAIM THAN YOU WOULD BE ENTITLED TO RECEIVE UNDER THE INDENTURE
GOVERNING THE 9.920% NOTES, AND YOU MAY REALIZE TAXABLE GAIN OR LOSS UPON
PAYMENT OF YOUR CLAIM.
 
     If a bankruptcy petition were filed by or against us under the U.S.
Bankruptcy Code after the issuance of the 9.920% notes, the claim by a holder of
such notes for the principal amount of such notes may be limited to an amount
equal to the sum of:
 
     (1) the initial offering price for such notes; and
 
     (2) that portion of the original issue discount that does not constitute
         "unmatured interest" for purposes of the U.S. Bankruptcy Code.
 
     Any original issue discount that was not amortized as of the date of the
bankruptcy filing would constitute unmatured interest. Accordingly, holders of
9.920% notes under these circumstances may receive a lesser amount than they
would be entitled to receive under the terms of the indenture governing the
9.920% notes, even if sufficient funds are available. In addition, to the extent
that the U.S. Bankruptcy Code differs from the Internal Revenue Code in
determining the method of amortization of original issue discount, a holder of
9.920% notes may realize taxable gain or loss upon payment of that holder's
claim in bankruptcy.
 
IF WE DO NOT FULFILL OUR OBLIGATIONS TO YOU UNDER THE NOTES, YOU WILL NOT HAVE
ANY RECOURSE AGAINST OUR EQUITY HOLDERS OR THEIR AFFILIATES.
 
     The notes will be issued solely by Charter Holdings and Charter Capital.
None of our equity holders, directors, officers, employees or affiliates,
including Paul G. Allen, will be an obligor or guarantor under the notes.
Furthermore, the indentures governing the notes expressly provide that these
parties will not have any liability for our obligations under the notes or the
indentures. By accepting the notes, you waive and release all such liability as
consideration for issuance of the notes. Consequently, if we do not fulfill our
obligations to you under the notes, you will have no recourse against any of
these parties.
 
     Additionally, our equity holders, including Mr. Allen, will be free to
manage other entities, including other cable companies. If we do not fulfill our
obligations to you under the notes, you will have no recourse against those
other entities or their assets as well.
 
                                       28

<PAGE>   31
 
                           FORWARD-LOOKING STATEMENTS
 
     This prospectus includes forward-looking statements regarding, among other
things, our plans, strategies and prospects, both business and financial.
Although we believe that our plans, intentions and expectations reflected in or
suggested by these forward-looking statements are reasonable, we cannot assure
you that we will achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks, uncertainties and
assumptions. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus are
set forth under the caption "Risk Factors" and elsewhere in this prospectus, and
include, but are not limited to:
 
     - our plans to achieve growth by offering new and enhanced services and
       through acquisitions;
 
     - our anticipated capital expenditures for our planned upgrades, and the
       ability to fund such upgrades;
 
     - our beliefs regarding the affects of governmental regulation on our
       business;
 
     - our ability to effectively compete in a highly competitive environment;
       and
 
     - our expectations to be ready for any year 2000 problem.
 
     All forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by those cautionary statements.
 
                                       29

<PAGE>   32
 
                                USE OF PROCEEDS
 
     This exchange offer is intended to satisfy certain of our obligations under
the exchange and registration rights agreements entered into in connection with
the offering of the original notes. We will not receive any proceeds from the
exchange offer. In consideration for issuing the new notes, we will receive
original notes with the same original principal amount at maturity. The form and
terms of the original notes are the same as the form and terms of the new notes,
except as otherwise described in this prospectus. The original notes surrendered
in exchange for new notes will be retired and canceled and cannot be reissued.
Accordingly, the issuance of the new notes will not result in any increase in
our outstanding debt.
 
     We received proceeds totaling approximately $2.99 billion from the private
placement of the original notes. Some of these proceeds were used to complete
cash tender offers for certain then-outstanding notes of our subsidiaries. Some
of these proceeds were also used to pay off a portion of our previous credit
facilities, and to fund working capital, capital expenditures and recent
acquisitions.
 
     The break-down of the uses of these proceeds are as follows (in billions):
 

<TABLE>
<S>                                                           <C>
Tender offers:
  CharterComm Holdings, LLC (a)
     14.00% senior secured discount debentures due 2007.....  $0.14
     11.25% senior notes due 2006...........................   0.14
  Marcus Cable (b)
     13.50% senior subordinated guaranteed discount notes
      due 2004..............................................   0.43
     14.25% senior discount notes due 2005..................   0.30
Previous credit facilities:
  Charter Communications Properties, LLC credit agreement
     (c)....................................................   0.07
  CharterComm Holdings credit agreements (d)................   0.16
  CCA Group credit agreements (e)...........................   0.27
  Marcus Cable credit agreement (f).........................   0.83
Cash used to fund working capital, capital expenditures and
  recent acquisitions.......................................   0.53
Discounts and commissions...................................   0.07
Expenses....................................................   0.05
                                                              -----
Total.......................................................  $2.99
                                                              =====
</TABLE>

 
---------------
(a) As of December 31, 1998, the effective interest rate of the 14.00% senior
    secured discount debentures, which mature March 2007, was 10.7%, and the
    effective interest rate of the 11.25% senior notes, which mature March 2006,
    was 9.6%.
 
(b) As of December 31, 1998, the effective interest rate of the 13.50% senior
    subordinated guaranteed discount notes, which mature August 2004, was 10.0%,
    and the effective interest rate of the 14.25% senior discount notes, which
    mature December 2005, was 14.1%.
 
(c) As of December 31, 1998, the variable interest rates of the Charter
    Communications Properties credit agreement, with maturity dates ranging from
    March 2000 through June 2007, ranged from 7.44% to 8.19%. Included in the
    $70 million repayment is $30 million of borrowings, incurred in March 1998,
    to finance part of the Sonic acquisition.
 
                                       30

<PAGE>   33
 
(d) As of December 31, 1998, the variable interest rates of the CharterComm
    Holdings credit agreements, with maturity dates ranging from June 2002
    through June 2007, ranged from 6.69% to 7.31%.
 
(e) As of December 31, 1998, the variable interest rates of one of the CCA Group
    credit agreements, with maturity dates ranging from March 2002 through March
    2007, ranged from 6.88% to 8.06% and the variable interest rates of the
    other CCA Group credit agreement, with maturity dates ranging from December
    1999 through March 2006, ranged from 6.56% to 7.59%. Included in the $270
    million repayment is $30 million of borrowings, incurred in October 1998, to
    repay a portion of a note payable.
 
(f) As of December 31, 1998, the variable interest rates of the Marcus Cable
    credit agreement, with maturity dates ranging from December 2002 through
    April 2004, ranged from 6.23% to 7.75%.
 
                                       31

<PAGE>   34
 
                                 CAPITALIZATION
 
     The following table sets forth our capitalization as of June 30, 1999, and
as adjusted to give effect to additional borrowings under our credit facilities
and additional equity contributions in connection with our recent acquisitions
and pending acquisitions, as if such transactions had occurred on June 30, 1999.
 
     This table should be read in conjunction with the Unaudited Pro Forma
Financial Statements and the accompanying notes included elsewhere in this
prospectus.
 

<TABLE>
<CAPTION>
                                                                 AS OF JUNE 30, 1999
                                                              -------------------------
                                                                                AS
                                                              HISTORICAL     ADJUSTED
                                                              ----------    -----------
                                                               (DOLLARS IN THOUSANDS)
<S>                                                           <C>           <C>
CHARTER HOLDINGS:
Long-term debt:
  Credit facilities.........................................  $2,025,000    $ 3,595,724
  8.250% senior notes.......................................     600,000        600,000
  8.625% senior notes.......................................   1,500,000      1,500,000
  9.920% senior discount notes..............................   1,475,000      1,475,000
  10% senior discount notes -- Renaissance..................     114,413        114,413
  Other(a)..................................................       1,010         26,010
                                                              ----------    -----------
                                                               5,715,423      7,311,147
  Unamortized discount......................................    (581,113)      (581,113)
                                                              ----------    -----------
     Total long-term debt...................................   5,134,310      6,730,034
  Member's equity(b)........................................   3,204,122      4,529,122
                                                              ----------    -----------
     Total capitalization...................................  $8,338,432    $11,259,156
                                                              ==========    ===========
</TABLE>

 
-------------------------
 
(a) Represents the notes of certain subsidiaries not tendered in connection with
    the tender offers and preferred equity interests.
 
(b) Member's equity, as adjusted, is increased by $1.325 billion, the additional
    equity from Paul G. Allen in connection with our recent and pending
    acquisitions.
 
                                       32

<PAGE>   35
 
                    UNAUDITED PRO FORMA FINANCIAL STATEMENTS
 
     The following Unaudited Pro Forma Financial Statements are based on the
financial statements of Charter Holdings, CCA Group, and CharterComm Holdings.
They are adjusted to illustrate the estimated effects of our pending
acquisitions and recent acquisitions closed since June 30, 1999, as if such
acquisitions had occurred on June 30, 1999 for the Balance Sheet Data and
Operating Data, and for the estimated effects of the following transactions as
if they had occurred on January 1, 1998 for the Statement of Operations and
Other Financial Data:
 
     (1) the acquisition of us on December 23, 1998 by Paul G. Allen;
 
     (2) the acquisition of Sonic cable systems on May 20, 1998 by us;
 
     (3) the acquisition of Marcus Cable on March 31, 1999 by Paul G. Allen;
 
     (4) the acquisitions and dispositions during 1998 by Marcus Cable;
 
     (5) our merger with Marcus Holdings;
 
     (6) our recent and pending acquisitions; and
 
     (7) the refinancing of all the debt of our subsidiaries through the
         issuance of the original notes and funding under our credit facilities.
 
     The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting to the transactions listed in items (1)
through (4) and (6). The allocation of purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
valuation information of intangible assets. The valuation information is
expected to be finalized in the fourth quarter of 1999. We believe that
finalization of the purchase price will not have a material impact on the
results of operations or financial position of Charter Holdings.
 
     The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. In particular, the pro
forma adjustments assume that the sellers of Rifkin will elect all cash for
payment of the Rifkin purchase price. The Rifkin sellers may elect to take up to
$250 million of the purchase price in preferred or common equity of Charter
Holdings or, if mutually agreed to by the parties, of a parent of Charter
Holdings. The impact of such is disclosed in (f) to Note B to the Unaudited Pro
Forma Statement of Operations for the six months ended June 30, 1999 and (f) to
Note C to the Unaudited Pro Forma Statement of Operations for the year ended
December 31, 1998. We have also assumed the obligations to purchase outstanding
notes of Helicon and Rifkin through tender offers. The Helicon notes are
currently callable. In addition, we have purchased 30% of the Renaissance notes.
We have financed, and will finance these purchases through borrowings under our
credit facilities. The estimated impact on interest expense, should we be
unsuccessful in our tender offer for the Rifkin notes, is disclosed in footnote
(f) of Note B to the Unaudited Pro Forma Statement of Operations for the six
months ended June 30, 1999, and footnote (f) of Note C to the Unaudited Pro
Forma Statement of Operations for the year ended December 31, 1998. The
Unaudited Pro Forma Financial Statements and accompanying notes should be read
in conjunction with the historical financial statements and other financial
information appearing elsewhere in this prospectus, including "Capitalization"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
                                       33

<PAGE>   36
 
     The Unaudited Pro Forma Financial Statements do not purport to be
indicative of what our financial position or results of operations would
actually have been had the transactions above been completed on the dates
indicated or to project our results of operations for any future date.
 

<TABLE>
<CAPTION>
                                                       UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                                                              SIX MONTHS ENDED JUNE 30, 1999
                                     --------------------------------------------------------------------------------
                                      CHARTER        RECENT                     PENDING      REFINANCING
                                      HOLDINGS    ACQUISITIONS                ACQUISITIONS   ADJUSTMENTS
                                      (NOTE A)      (NOTE B)      SUBTOTAL      (NOTE B)      (NOTE C)       TOTAL
                                     ----------   ------------   ----------   ------------   -----------   ----------
                                                       (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                                  <C>          <C>            <C>          <C>            <C>           <C>
Revenues...........................  $  594,173     $127,246     $  721,419    $  181,625      $   --      $  903,044
                                     ----------     --------     ----------    ----------      ------      ----------
Operating expenses:
  Operating, general and
    administrative.................     310,325       64,798        375,123       103,525          --         478,648
  Depreciation and amortization....     313,621       62,691        376,312        96,898          --         473,210
  Stock option compensation
    expense........................      38,194           --         38,194            --          --          38,194
  Corporate expense charges
    (Note D).......................      11,073        8,999         20,072            --          --          20,072
  Management fees..................          --        2,815          2,815         2,524          --           5,339
                                     ----------     --------     ----------    ----------      ------      ----------
    Total operating expenses.......     673,213      139,303        812,516       202,947          --       1,015,463
                                     ----------     --------     ----------    ----------      ------      ----------
Loss from operations...............     (79,040)     (12,057)       (91,097)      (21,322)         --        (112,419)
Interest expense...................    (183,869)     (27,233)      (211,102)      (71,275)      6,900        (275,477)
Interest income....................      10,189          259         10,448           197          --          10,645
Other income (expense).............       2,682         (428)         2,254          (477)         --           1,777
                                     ----------     --------     ----------    ----------      ------      ----------
Loss before extraordinary item.....  $ (250,038)    $(39,459)    $ (289,497)   $  (92,877)     $6,900      $ (375,474)
                                     ==========     ========     ==========    ==========      ======      ==========
OTHER FINANCIAL DATA:
EBITDA (Note E)....................  $  237,263     $ 50,206     $  287,469    $   75,099                  $  362,568
EBITDA margin (Note F).............        39.9%        39.5%          39.8%         41.3%                       40.1%
Adjusted EBITDA (Note G)...........  $  283,848     $ 62,448     $  346,296    $   78,100                  $  424,396
Cash flows from operating
  activities.......................     172,770       25,655        198,425        62,512                     260,937
Cash flows used in investing
  activities.......................    (321,691)     (36,466)      (358,157)      (75,511)                   (433,668)
Cash flows from (used in) financing
  activities.......................     257,631      (94,559)       163,072       173,974                     337,046
Cash interest expense..............                                                                           216,851
Capital expenditures...............     263,309       25,576        288,885        74,892                     363,777
Total debt to annualized EBITDA....                                                                               9.3x
Total debt to annualized Adjusted
  EBITDA...........................                                                                               7.9
EBITDA to cash interest
  expense..........................                                                                               1.7
EBITDA to interest expense.........                                                                               1.3
Deficiency of earnings to cover
  fixed charges (Note H)...........                                                                        $  375,474
OPERATING DATA (AT END OF PERIOD,
  EXCEPT FOR AVERAGES):
Homes passed (Note I)..............   4,631,000      312,000      4,943,000     1,088,000                   6,031,000
Basic customers (Note J)...........   2,735,000      211,000      2,946,000       731,000                   3,677,000
Basic penetration (Note K).........        59.1%        67.6%          59.6%         67.2%                       61.0%
Premium units (Note L).............   1,674,000       88,000      1,762,000       445,000                   2,207,000
Premium penetration (Note M).......        61.2%        41.7%          59.8%         60.9%                       60.0%
Average monthly revenue per basic
  customer (Note N)................                                                                        $    40.93
</TABLE>

 
                                       34

<PAGE>   37
 
            NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
 
     NOTE A:  Pro forma operating results for Charter Holdings consist of the
following (dollars in thousands):
 

<TABLE>
<CAPTION>
                                                      HISTORICAL
                                                 ---------------------
                                                  1/1/99       1/1/99
                                                  THROUGH     THROUGH
                                                  6/30/99     3/31/99
                                                 ---------    --------
                                                  CHARTER      MARCUS      PRO FORMA
                                                 HOLDINGS     HOLDINGS    ADJUSTMENTS      TOTAL
                                                 ---------    --------    -----------    ---------
<S>                                              <C>          <C>         <C>            <C>
Revenues.......................................  $ 468,993    $125,180     $     --      $ 594,173
Operating expenses:
  Operating, general and administrative........    241,341      68,984           --        310,325
  Depreciation and amortization................    249,952      51,688       11,981(a)     313,621
  Stock option compensation expense............     38,194          --           --         38,194
  Corporate expense charges....................     11,073          --           --         11,073
  Management fees..............................         --       4,381       (4,381)(b)         --
                                                 ---------    --------     --------      ---------
          Total operating expenses.............    540,560     125,053        7,600        673,213
                                                 ---------    --------     --------      ---------
Income (loss) from operations..................    (71,567)        127       (7,600)       (79,040)
Interest expense...............................   (157,669)    (27,067)         867(c)    (183,869)
Interest income................................     10,085         104                      10,189
Other income (expense).........................      2,840        (158)                      2,682
                                                 ---------    --------     --------      ---------
Loss before extraordinary items................  $(216,311)   $(26,994)    $ (6,733)     $(250,038)
                                                 =========    ========     ========      =========
</TABLE>

 
-------------------------
 
(a) As a result of Paul G. Allen acquiring a controlling interest in Marcus
    Cable, a large portion of the purchase price was recorded as franchises
    ($2.5 billion) that are amortized over 15 years. This resulted in additional
    amortization for the period from January 1, 1999 through March 31, 1999. The
    adjustment to depreciation and amortization expense consists of the
    following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                                       WEIGHTED AVERAGE
                                                                         USEFUL LIFE       DEPRECIATION/
                                                         FAIR VALUE       (IN YEARS)       AMORTIZATION
                                                         ----------    ----------------    -------------
<S>                                                      <C>           <C>                 <C>
     Franchises........................................   $2,500.0            15              $ 40.8
     Cable distribution systems........................      720.0             8                21.2
     Land, buildings and improvements..................       28.3            10                 0.7
     Vehicles and equipment............................       13.6             3                 1.0
                                                                                              ------
          Total depreciation and amortization..........                                         63.7
          Less -- historical depreciation and
            amortization of Marcus.....................                                        (51.7)
                                                                                              ------
               Adjustment..............................                                       $ 12.0
                                                                                              ======
</TABLE>

 
(b) Reflects the elimination of management fees.
 
(c) As a result of the acquisition of Marcus Cable by Paul G. Allen, the
    carrying value of outstanding debt was recorded at estimated fair value,
    resulting in a debt premium that is to be amortized as an offset to interest
    expense over the term of the debt. This resulted in a reduction of interest
    expense.
 
                                       35

<PAGE>   38
 
     NOTE B:  Pro forma operating results for our recent acquisitions and
pending acquisitions consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
                                                 SIX MONTHS ENDED JUNE 30, 1999
                               -------------------------------------------------------------------
                                                RECENT ACQUISITIONS -- HISTORICAL
                               -------------------------------------------------------------------
                                                           GREATER
                                                AMERICAN    MEDIA                          TOTAL
                               RENAISSANCE(A)   CABLE(A)   SYSTEMS   HELICON     OTHER     RECENT
                               --------------   --------   -------   --------   -------   --------
<S>                            <C>              <C>        <C>       <C>        <C>       <C>
Revenues.....................     $20,396       $12,311    $42,348   $ 42,956   $ 9,157   $127,168
Operating expenses:
  Operating, general and
    administrative...........       9,382         6,465     26,067     26,927     4,921     73,762
  Depreciation and
    amortization.............       8,912         5,537      5,195     13,584     2,919     36,147
  Management fees............          --           369         --      2,148       298      2,815
                                  -------       -------    -------   --------   -------   --------
    Total operating
      expenses...............      18,294        12,371     31,262     42,659     8,138    112,724
Income (loss) from
  operations.................       2,102           (60)    11,086        297     1,019     14,444
Interest expense.............      (6,321)       (3,218)      (565)   (15,831)   (1,653)   (27,588)
Interest income..............         122            32         --        105        --        259
Other income (expense).......          --             2       (398)        --       (30)      (426)
                                  -------       -------    -------   --------   -------   --------
Income (loss) before income
  tax expense (benefit)......      (4,097)       (3,244)    10,123    (15,429)     (664)   (13,311)
Income tax (benefit)
  expense....................         (65)            5      4,535         --        --      4,475
                                  -------       -------    -------   --------   -------   --------
Income (loss) before
  extraordinary item.........     $(4,032)      $(3,249)   $ 5,588   $(15,429)  $  (664)  $(17,786)
                                  =======       =======    =======   ========   =======   ========
 
<CAPTION>
                                  SIX MONTHS ENDED JUNE 30, 1999
                               ------------------------------------
                                Pending Acquisitions -- Historical
                               ------------------------------------
 
                               INTERMEDIA                   Total
                                 SYSTEMS     RIFKIN(A)     Pending
                               -----------   ----------   ---------
<S>                            <C>           <C>          <C>
Revenues.....................   $100,644      $105,592    $206,236
Operating expenses:
  Operating, general and
    administrative...........     55,248        59,987     115,235
  Depreciation and
    amortization.............     52,309        54,250     106,559
  Management fees............      1,566         1,701       3,267
                                --------      --------    --------
    Total operating
      expenses...............    109,123       115,938     225,061
Income (loss) from
  operations.................     (8,479)      (10,346)    (18,825)
Interest expense.............    (11,757)      (23,781)    (35,538)
Interest income..............        163            --         163
Other income (expense).......         (6)         (471)       (477)
                                --------      --------    --------
Income (loss) before income
  tax expense (benefit)......    (20,079)      (34,598)    (54,677)
Income tax (benefit)
  expense....................     (2,690)       (1,239)     (3,929)
                                --------      --------    --------
Income (loss) before
  extraordinary item.........   $(17,389)     $(33,359)   $(50,748)
                                ========      ========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                     SIX MONTHS ENDED JUNE 30, 1999
                         --------------------------------------------------------------------------------------
                                          RECENT ACQUISITIONS                          Pending Acquisitions
                         ------------------------------------------------------    ----------------------------
                                                      Pro Forma                                    Pro Forma
                                      -----------------------------------------                 ---------------
                         HISTORICAL   ACQUISITIONS(B)   ADJUSTMENTS     TOTAL      HISTORICAL   ACQUISITIONS(B)
                         ----------   ---------------   -----------    --------    ----------   ---------------
<S>                      <C>          <C>               <C>            <C>         <C>          <C>
Revenues...............   $127,168         $ 78          $     --      $127,246     $206,236        $ 7,803
Operating expenses:
  Operating, general
    and
    administrative.....     73,762           35            (8,999)(d)    64,798      115,235          4,112
  Depreciation and
    amortization.......     36,147           34            26,510(e)     62,691      106,559          1,041
  Corporate expense
    charges............         --           --             8,999(d)      8,999           --             --
  Management fees......      2,815           --                --         2,815        3,267            375
                          --------         ----          --------      --------     --------        -------
  Total operating
    expenses...........    112,724           69            26,510       139,303      225,061          5,528
Income (loss) from
  operations...........     14,444            9           (26,510)      (12,057)     (18,825)         2,275
Interest expense.......    (27,588)         (25)              380(f)    (27,233)     (35,538)        (1,336)
Interest income........        259           --                --           259          163             34
Other income
  (expense)............       (426)          --                (2)         (428)        (477)             5
                          --------         ----          --------      --------     --------        -------
Income (loss) before
  income tax expense
  (benefit)............    (13,311)         (16)          (26,132)      (39,459)     (54,677)           978
Income tax (benefit)
  expense..............      4,475           --            (4,475)(g)        --       (3,929)          (114)
                          --------         ----          --------      --------     --------        -------
Income (loss) before
  extraordinary item...   $(17,786)        $(16)         $(21,657)     $(39,459)    $(50,748)       $ 1,092
                          ========         ====          ========      ========     ========        =======
 
<CAPTION>
                              SIX MONTHS ENDED JUNE 30, 1999
                         -----------------------------------------
                                   Pending Acquisitions
                         -----------------------------------------
                                         Pro Forma
                         -----------------------------------------
                         DISPOSITIONS(C)   ADJUSTMENTS     Total
                         ---------------   -----------    --------
<S>                      <C>               <C>            <C>
Revenues...............     $(32,414)       $     --      $181,625
Operating expenses:
  Operating, general
    and
    administrative.....      (15,822)             --       103,525
  Depreciation and
    amortization.......      (13,441)          2,739(e)     96,898
  Corporate expense
    charges............           --              --            --
  Management fees......       (1,118)             --         2,524
                            --------        --------      --------
  Total operating
    expenses...........      (30,381)          2,739       202,947
Income (loss) from
  operations...........       (2,033)         (2,739)      (21,322)
Interest expense.......            5         (34,406)(f)   (71,275)
Interest income........           --              --           197
Other income
  (expense)............           (5)             --          (477)
                            --------        --------      --------
Income (loss) before
  income tax expense
  (benefit)............       (2,033)        (37,145)      (92,877)
Income tax (benefit)
  expense..............           --           4,043(g)         --
                            --------        --------      --------
Income (loss) before
  extraordinary item...     $ (2,033)       $(41,188)     $(92,877)
                            ========        ========      ========
</TABLE>

 
                                       36

<PAGE>   39
 
-------------------------
 
(a) Renaissance represents its results of operations through April 30, 1999, the
    date of its acquisition by Charter Holdings. American Cable represents its
    results of operations through May 7, 1999, the date of its acquisition by
    Charter Holdings. Rifkin includes the results of operations for the six
    months ended June 30, 1998 of Rifkin Acquisition Partners, L.L.L.P., Rifkin
    Cable Income Partners L.P., Indiana Cable Associates, Ltd. and R/N South
    Florida Cable Management Limited Partnership, all under common ownership, as
    follows (dollars in thousands):
 

<TABLE>
<CAPTION>
                                         RIFKIN         RIFKIN      INDIANA    SOUTH
                                       ACQUISITION   CABLE INCOME    CABLE    FLORIDA    OTHER     TOTAL
                                       -----------   ------------   -------   -------   -------   --------
<S>                                    <C>           <C>            <C>       <C>       <C>       <C>
Revenues.............................   $ 48,584        $2,708      $4,251    $12,274   $37,775   $105,592
Income (loss) from operations........     (2,602)          166        (668)    (9,214)    1,972    (10,346)
Income (loss) before extraordinary
  item...............................    (13,197)           69      (1,072)   (10,449)   (8,710)   (33,359)
</TABLE>

 
(b) Represents the historical results of operations for the period from January
    1, 1999 through the date of purchase for acquisitions completed by
    Renaissance and Rifkin, and for the period from January 1, 1999 through June
    30, 1999 for acquisitions completed subsequent to June 30, 1999.
 
    These acquisitions will be accounted for using the purchase method of
    accounting. A definitive written agreement exists for all acquisitions that
    have not yet closed. Purchase price and closing dates are as follows:
 

<TABLE>
<CAPTION>
                                                               RENAISSANCE          RIFKIN
                                                               ACQUISITION       ACQUISITIONS
                                                              -------------    -----------------
<S>                                                           <C>              <C>
Purchase price..............................................  $ 2.7 million    $165.0 million
Closing date................................................  February 1999    February 1999
 
Purchase price..............................................                   $53.8 million
Closing date................................................                   July 1999
</TABLE>

 
(c) Represents the elimination of the operating results primarily related to the
    cable systems to be transferred to InterMedia as part of a swap of cable
    systems and to the sale of several smaller cable systems. A definitive
    written agreement exists for the disposition on these systems. The fair
    value of our systems to be transferred is $420 million. No material gain or
    loss is anticipated on the disposition as these systems were recently
    acquired and recorded at fair value at that time. It is anticipated that
    this transfer will close during the third or fourth quarter of 1999.
 
(d) Reflects a reclassification of expenses representing corporate expenses that
    would have occurred at Charter Investment.
 
(e) Represents additional amortization of franchises as a result of our recent
    and pending acquisitions. A large portion of the purchase price was
    allocated to franchises ($3.6 billion) that are amortized over 15 years. The
    adjustment to depreciation and amortization expense consists of the
    following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                                      WEIGHTED AVERAGE       DEPRECIATION/
                                                     FAIR VALUE    USEFUL LIFE (IN YEARS)    AMORTIZATION
                                                     ----------    ----------------------    -------------
<S>                                                  <C>           <C>                       <C>
Franchises.........................................   $3,576.0               15                 $ 114.5
Cable distribution systems.........................      628.6                8                    39.3
Land, buildings and improvements...................       19.6               10                     0.9
Vehicles and equipment.............................       32.4                3                     4.8
                                                                                                -------
     Total depreciation and amortization.................................................         159.5
     Less-historical depreciation and amortization.......................................        (130.3)
                                                                                                -------
          Adjustment.....................................................................       $  29.2
                                                                                                =======
</TABLE>

 
                                       37

<PAGE>   40
 
(f)  Reflects additional interest expense on borrowings, which will be used to
     finance the acquisitions as follows (dollars in millions):
 

<TABLE>
<S>                                                           <C>
$109.6 million of credit facilities at composite current
  rate of 7.4% drawn down in March 1999, included in Charter
  Holdings' historical cash.................................  $ 4.0
$1,570.8 million credit facilities at composite current rate
  of 7.4%...................................................   58.1
Interest expense prior to acquisition:
  $240.0 million of credit facilities for American Cable
     acquisition (acquired April 30, 1999) at 7.4%..........    5.9
  $381.1 million of credit facilities for Renaissance
     acquisition (acquired May 7, 1999) at composite current
     rate of 7.4%...........................................    9.2
  Renaissance senior discount notes (acquired May 7, 1999)
     at 10.0%...............................................    2.8
  $500.0 million of credit facilities for Greater Media
     acquisition (acquired June 30, 1999) at composite
     current rate of 7.4%...................................   18.5
                                                              -----
     Total pro forma interest expense.......................   98.5
     Less-historical interest expense from acquired
      companies.............................................  (64.5)
                                                              -----
          Adjustment........................................  $34.0
                                                              =====
</TABLE>

 
     The Rifkin sellers may take up to $250 million in equity instead of cash.
     This would reduce interest expense by up to $9.2 million. Additionally, we
     have assumed that the Rifkin notes will be tendered. Should we be unable to
     purchase all or a portion of the Rifkin notes, interest expense will
     increase by up to $2.3 million.
 
(g) Reflects the elimination of income tax expense as a result of being acquired
    by a limited liability company.
 
     NOTE C:  We have extinguished substantially all of our long-term debt,
excluding borrowings of our previous credit facilities, and refinanced all
previous credit facilities. See "Capitalization." The refinancing adjustment of
lower interest expense consists of the following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                              INTEREST
                        DESCRIPTION                           EXPENSE
                        -----------                           --------
<S>                                                           <C>
$600 million 8.25% senior notes.............................  $  24.8
$1,500 million 8.625% senior notes..........................     64.7
$1,475 million ($932 million carrying value) 9.92% senior
  discount notes............................................     45.4
Credit facilities ($652 million at composite current rate of
  7.4%).....................................................     24.8
Amortization of debt issuance costs.........................      7.8
Commitment fee on unused portion of our credit facilities
  ($240 million at 0.375%)..................................      0.5
                                                              -------
  Total pro forma interest expense..........................    168.0
  Less -- historical interest expense (net of Renaissance
     and American Cable interest expense consolidated in
     Charter Holdings)......................................   (174.9)
                                                              -------
     Adjustment.............................................  $  (6.9)
                                                              =======
</TABLE>

 
An increase in the interest rate of 0.125% on all variable rate debt would
result in an increase in interest expense of $2.2 million.
 
     NOTE D:  Charter Investment provides corporate management and consulting
services to us. See "Certain Relationships and Related Transactions."
 
     NOTE E:  EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically
 
                                       38

<PAGE>   41
 
by all companies, the presentation here may not be comparable to other similarly
titled measures of other companies. Management's discretionary use of funds
depicted by EBITDA may be limited by working capital, debt service and capital
expenditure requirements and by restrictions related to legal requirements,
commitments and uncertainties.
 
     NOTE F:  EBITDA margin represents EBITDA as a percentage of revenues.
 
     NOTE G:  Adjusted EBITDA means EBITDA before corporate expenses, management
fees and other income (expense) in accordance with the term "Consolidated
EBITDA" used in the indentures governing the notes. See "Description of Notes"
for a complete presentation of the methodology employed in calculating Adjusted
EBITDA. Adjusted EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness and because it is
used in the indentures to determine compliance with certain covenants. However,
Adjusted EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating, investing or financing activities,
as determined in accordance with generally accepted accounting principles.
Adjusted EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because
Adjusted EBITDA is not calculated identically by all companies, the presentation
here may not be comparable to other similarly titled measures of other
companies. Management's discretionary use of funds depicted by Adjusted EBITDA
may be limited by working capital, debt service and capital expenditure
requirements and by restrictions related to legal requirements, commitments and
uncertainties.
 
     NOTE H:  Earnings include net income (loss) plus fixed charges. Fixed
charges consist of interest expense and an estimated interest component of rent
expense.
 
     NOTE I:  Homes passed are the number of living units, such as single
residence homes, apartments and condominium units, passed by the cable
television distribution network in a given cable system service area.
 
     NOTE J:  Basic customers are customers who receive basic cable service.
 
     NOTE K:  Basic penetration represents basic customers as a percentage of
homes passed.
 
     NOTE L:  Premium units represent the total number of subscriptions to
premium channels.
 
     NOTE M:  Premium penetration represents premium units as a percentage of
basic customers.
 
     NOTE N:  Average monthly revenue per basic customer represents revenues
divided by the number of months in the period divided by the number of basic
customers at June 30, 1999.
 
                                       39

<PAGE>   42
 

<TABLE>
<CAPTION>
                                                          UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                                                                 YEAR ENDED DECEMBER 31, 1998
                                  -------------------------------------------------------------------------------------------
                                   CHARTER                   RECENT                     PENDING      REFINANCING
                                  HOLDINGS     MARCUS     ACQUISITIONS                ACQUISITIONS   ADJUSTMENTS
                                  (NOTE A)    (NOTE B)      (NOTE C)      SUBTOTAL      (NOTE C)      (NOTE D)       TOTAL
                                  ---------   ---------   ------------   ----------   ------------   -----------   ----------
                                                         (DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S>                               <C>         <C>         <C>            <C>          <C>            <C>           <C>
Revenues........................  $ 601,953   $ 457,929    $ 268,460     $1,328,342    $ 328,981       $   --      $1,657,323
                                  ---------   ---------    ---------     ----------    ---------       ------      ----------
Operating expenses:
  Operating, general and
    administrative..............    304,555     236,595      138,524        679,674      167,686           --         847,360
  Depreciation and
    amortization................    370,406     258,348      141,535        770,289      186,485           --         956,774
  Stock option compensation
    expense.....................        845          --           --            845           --           --             845
  Corporate expense charges
    (Note E)....................     16,493      17,042        6,759         40,294           --           --          40,294
  Management fees...............         --          --        4,573          4,573       10,100           --          14,673
                                  ---------   ---------    ---------     ----------    ---------       ------      ----------
    Total operating expenses....    692,299     511,985      291,391      1,495,675      364,271           --       1,859,946
                                  ---------   ---------    ---------     ----------    ---------       ------      ----------
Loss from operations............    (90,346)    (54,056)     (22,931)      (167,333)     (35,290)          --        (202,623)
Interest expense................   (204,770)   (140,651)     (95,489)      (440,910)    (118,511)       7,500        (551,921)
Other income (expense)..........        518          --           84            602       (5,944)          --          (5,342)
                                  ---------   ---------    ---------     ----------    ---------       ------      ----------
Loss before extraordinary
  item..........................  $(294,598)  $(194,707)   $(118,336)    $ (607,641)   ($159,745)      $7,500      $ (759,886)
                                  =========   =========    =========     ==========    =========       ======      ==========
OTHER FINANCIAL DATA:
EBITDA (Note F).................  $ 280,578   $ 204,292    $ 118,688     $  603,558    $ 145,251                   $  748,809
EBITDA margin (Note G)..........       46.6%       44.6%        44.2%          45.4%        44.2%                        45.2%
Adjusted EBITDA (Note H)........  $ 297,398   $ 221,334    $ 129,936     $  648,668    $ 161,295                   $  809,963
Cash flows from operating
  activities....................    141,602     135,466       38,186        315,254       36,208                      351,462
Cash flows used in investing
  activities....................   (387,633)   (217,729)     (56,242)      (661,604)    (177,891)                    (839,495)
Cash flows from (used in)
  financing activities..........    210,306     109,924      (21,932)       298,298       45,184                      343,482
Cash interest expense...........                                                                                      436,432
Capital expenditures............    213,353     224,723       22,672        460,748       70,435                      531,183
Total debt to EBITDA............                                                                                          8.8x
Total debt to Adjusted EBITDA...                                                                                          8.1
EBITDA to cash interest
  expense.......................                                                                                          1.7
EBITDA to interest expense......                                                                                          1.4
Deficiency of earnings to cover
  fixed charges (Note I)........                                                                                   $  759,886
OPERATING DATA (AT END OF
  PERIOD, EXCEPT FOR AVERAGES):
Homes passed (Note J)...........  2,149,000   1,743,000      806,000      4,698,000      989,000                    5,687,000
Basic customers (Note K)........  1,255,000   1,062,000      562,000      2,879,000      738,000                    3,617,000
Basic penetration (Note L)......       58.4%       60.9%        69.7%          61.3%        74.6%                        63.6%
Premium units (Note M)..........    845,000     411,000      299,000      1,555,000      512,000                    2,067,000
Premium penetration (Note N)....       67.3%       38.7%        53.2%          54.0%        69.4%                        57.1%
Average monthly revenue per
  basic customer (Note O).......                                                                                   $    38.18
</TABLE>

 
  See "Notes to the Unaudited Pro Forma Financial Statements."
 
                                       40

<PAGE>   43
 
            NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
 
     NOTE A:  Pro forma operating results for Charter Holdings, including the
acquisition of us on December 23, 1998 by Paul G. Allen and the Sonic
acquisition, consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
                                                                       12/24/98   1/1/98
                                                                       THROUGH    THROUGH
                                       1/1/98 THROUGH 12/23/98         12/31/98   5/20/98
                                  ----------------------------------   --------   -------
                                     CCA      CHARTERCOMM
                                    GROUP      HOLDINGS      CHARTER HOLDINGS      SONIC    ELIMINATIONS    SUBTOTAL
                                  ---------   -----------   -------------------   -------   ------------    ---------
<S>                               <C>         <C>           <C>        <C>        <C>       <C>             <C>
Revenues........................  $ 324,432    $196,801     $ 49,731   $13,713    $17,276    $      --      $ 601,953
                                  ---------    --------     --------   -------    -------    ---------      ---------
Operating expenses:
  Operating, general and
    administrative..............    164,145      98,331       25,952     7,134      8,993           --        304,555
  Depreciation and
    amortization................    136,689      86,741       16,864     8,318      2,279           --        250,891
  Stock option compensation
    expense.....................         --          --           --       845         --           --            845
  Management fees/corporate
    expense charges.............     17,392      14,780        6,176       473         --           --         38,821
                                  ---------    --------     --------   -------    -------    ---------      ---------
    Total operating expenses....    318,226     199,852       48,992    16,770     11,272           --        595,112
                                  ---------    --------     --------   -------    -------    ---------      ---------
Income (loss) from operations...      6,206      (3,051)         739    (3,057)     6,004           --          6,841
Interest expense................   (113,824)    (66,121)     (17,277)   (2,353)    (2,624)       1,900(c)    (200,299)
Other income (expense)..........      4,668      (1,684)        (684)      133        (15)      (1,900)(c)        518
                                  ---------    --------     --------   -------    -------    ---------      ---------
Income (loss) before income
  taxes.........................   (102,950)    (70,856)     (17,222)   (5,277)     3,365           --       (192,940)
Provision for income taxes......         --          --           --        --      1,346           --          1,346
                                  ---------    --------     --------   -------    -------    ---------      ---------
Income (loss) before
  extraordinary item............  $(102,950)   $(70,856)    $(17,222)  $(5,277)   $ 2,019    $      --      $(194,286)
                                  =========    ========     ========   =======    =======    =========      =========
 
<CAPTION>
 
                                         PRO FORMA
                                  ------------------------
 
                                  ADJUSTMENTS      TOTAL
                                  -----------    ---------
<S>                               <C>            <C>
Revenues........................   $      --     $ 601,953
                                   ---------     ---------
Operating expenses:
  Operating, general and
    administrative..............                   304,555
  Depreciation and
    amortization................     119,515(a)    370,406
  Stock option compensation
    expense.....................          --           845
  Management fees/corporate
    expense charges.............     (22,328)(b)    16,493
                                   ---------     ---------
    Total operating expenses....      97,187       692,299
                                   ---------     ---------
Income (loss) from operations...     (97,187)      (90,346)
Interest expense................      (4,471)(d)  (204,770)
Other income (expense)..........          --           518
                                   ---------     ---------
Income (loss) before income
  taxes.........................    (101,658)    (294,598)
Provision for income taxes......      (1,346)(e)        --
                                   ---------     ---------
Income (loss) before
  extraordinary item............   $(100,312)    $(294,598)
                                   =========     =========
</TABLE>

 
-------------------------
(a) Represents additional amortization of franchises as a result of the
    acquisition of us by Mr. Allen. A large portion of the purchase price was
    allocated to franchises ($3.6 billion) that are amortized over 15 years. The
    adjustment to depreciation and amortization expense consists of the
    following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                                         WEIGHTED AVERAGE      DEPRECIATION/
                                                        FAIR VALUE    USEFUL LIFE (IN YEARS)   AMORTIZATION
                                                        ----------    ----------------------   -------------
<S>                                                     <C>           <C>                      <C>
Franchises..........................................     $3,600.0               15                $240.0
Cable distribution systems..........................      1,439.2               12                 115.3
Land, buildings and improvements....................         41.3               11                   3.5
Vehicles and equipment..............................         61.2                5                  11.6
                                                                                                  ------
     Total depreciation and amortization............                                               370.4
     Less-historical depreciation and
       amortization.................................                                              (250.9)
                                                                                                  ------
          Adjustment................................                                              $119.5
                                                                                                  ======
</TABLE>

 
(b) Reflects the reduction in corporate expense charges of approximately $8.2
    million to reflect the actual costs incurred. Management fees charged to CCA
    Group and CharterComm Holdings, companies not controlled by Charter
    Investment at that time, exceeded the allocated costs incurred by Charter
    Investment on behalf of those companies by $8.2 million. Also reflects the
    elimination of approximately $14.4 million of change of control payments
    under the terms of then-existing equity appreciation rights plans. Such
    payments were triggered by the acquisition of us by Mr. Allen. Such payments
    were made by Charter Investment and were not subject to reimbursement by us,
    but were allocated to us for financial reporting purposes. The equity
    appreciation rights plans were terminated in connection with the acquisition
    of us by Mr. Allen, and these costs will not recur.
 
(c) Represents the elimination of intercompany interest on a note payable from
    Charter Holdings to CCA Group.
 
(d) Reflects additional interest expense on $228.4 million of borrowings under
    our previous credit facilities used to finance the Sonic acquisition by us,
    using a composite current rate of 7.4% as follows (dollars in millions):
 

<TABLE>
<S>                                                           <C>
$228.4 million under previous credit facilities.............  $ 7.1
Less-historical Sonic interest expense......................   (2.6)
                                                              -----
          Adjustment........................................  $ 4.5
                                                              =====
</TABLE>

 
(e) Reflects the elimination of provision for income taxes, as Charter Holdings
    will operate as a limited liability company and all income taxes will flow
    through to the members.
 
                                       41

<PAGE>   44
 
     NOTE B:  Pro forma operating results for Marcus Cable consist of the
following (dollars in thousands):
 

<TABLE>
<CAPTION>
                                               YEAR ENDED                             PRO FORMA
                                              DECEMBER 31,   ------------------------------------------------------------
                                                  1998       ACQUISITIONS(A)   DISPOSITIONS(B)   ADJUSTMENTS      TOTAL
                                              ------------   ---------------   ---------------   -----------    ---------
<S>                                           <C>            <C>               <C>               <C>            <C>
Revenues....................................   $ 499,820         $2,620           $ (44,511)      $      --     $ 457,929
                                               ---------         ------           ---------       ---------     ---------
Operating expenses:
  Operating, general and administrative.....     271,638          1,225             (20,971)        (15,297)(c)   236,595
  Depreciation and
     amortization...........................     215,789             --                  --          42,559(d)    258,348
  Corporate expense charges.................          --                                             17,042(c)     17,042
  Management fees...........................       3,341             --                  --          (3,341)(c)        --
  Transaction and severance costs...........     135,379             --                  --        (135,379)(e)        --
                                               ---------         ------           ---------       ---------     ---------
     Total operating expenses...............     626,147          1,225             (20,971)        (94,416)      511,985
                                               ---------         ------           ---------       ---------     ---------
Income (loss) from
  operations................................    (126,327)         1,395             (23,540)         94,416       (54,056)
Interest expense............................    (159,985)            --                  --          19,334(d)   (140,651)
Other income (expense)......................     201,278             --            (201,278)             --            --
                                               ---------         ------           ---------       ---------     ---------
Income (loss) before extraordinary item.....   $ (85,034)        $1,395           $(224,818)      $ 113,750     $(194,707)
                                               =========         ======           =========       =========     =========
</TABLE>

 
-------------------------
 
(a) Represents the results of operations of acquired cable systems prior to
    their acquisition in 1998 by Marcus Cable.
 
(b) Represents the elimination of the operating results and corresponding gain
    on sale of cable systems sold by Marcus Cable during 1998.
 
(c) Represents a reclassification to reflect the expenses totaling $15.3 million
    from operating, general and administrative to corporate expenses. Also
    reflects the elimination of management fees and the addition of corporate
    expense charges of $1.7 million for actual costs incurred by Charter
    Investment, on behalf of Marcus Cable. Management fees charged to Marcus
    Cable exceeded the costs incurred by Charter Investment by $1.3 million.
 
(d) As a result of the acquisition of Marcus Cable by Paul G. Allen, a large
    portion of the purchase price was recorded as franchises ($2.5 billion) that
    are amortized over 15 years. This resulted in additional amortization for
    year ended December 31, 1998. The adjustment to depreciation and
    amortization expense consists of the following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                                      WEIGHTED AVERAGE
                                                                        USEFUL LIFE       DEPRECIATION/
                                                        FAIR VALUE       (IN YEARS)       AMORTIZATION
                                                        ----------    ----------------    -------------
    <S>                                                 <C>           <C>                 <C>
    Franchises........................................   $2,500.0            15              $ 167.1
    Cable distribution systems........................      720.0             8                 84.5
    Land, buildings and improvements..................       28.3            10                  2.7
    Vehicles and equipment............................       13.6             3                  4.0
                                                                                             -------
              Total depreciation and amortization.....                                         258.3
              Less-historical depreciation and
                amortization..........................                                        (215.8)
                                                                                             -------
                Adjustment............................                                       $  42.5
                                                                                             =======
</TABLE>

 
                                       42

<PAGE>   45
 
     Additionally, the carrying value of outstanding debt was recorded at
     estimated fair value, resulting in a debt premium that is to be amortized
     as an offset to interest expense over the term of the debt. This resulted
     in a reduction in interest expense for the year ended December 31, 1998.
 
(e) As a result of the acquisition of Marcus Cable by Mr. Allen, Marcus Cable
    recorded transaction costs of approximately $135.4 million. These costs were
    primarily comprised of approximately $90.2 million in compensation paid to
    employees of Marcus Cable in settlement of specially designated Class B
    units and approximately $29.2 million of transaction fees paid to certain
    equity partners for investment banking services. In addition, Marcus Cable
    recorded costs related to employee and officer stay-bonus and severance
    arrangements of approximately $16.0 million.
 
     NOTE C:  Pro forma operating results for our recent and pending
acquisitions consist of the following (dollars in thousands):

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31, 1998
                          ---------------------------------------------------------------------
                                            RECENT ACQUISITIONS -- HISTORICAL
                          ---------------------------------------------------------------------
                                                   GREATER
                                        AMERICAN    MEDIA                               TOTAL
                          RENAISSANCE    CABLE     SYSTEMS   HELICON       OTHER        RECENT
                          -----------   --------   -------   --------   ------------   --------
<S>                       <C>           <C>        <C>       <C>        <C>            <C>
Revenues................   $ 41,524     $15,685    $78,635   $ 75,577     $15,812      $227,233
                           --------     -------    -------   --------     -------      --------
Operating expenses:
  Operating, general and
    administrative......     21,037       7,441     48,852     40,179       7,821       125,330
  Depreciation and
    amortization........     19,107       6,784      8,612     24,290       4,732        63,525
  Corporate expense
    charges.............         --          --         --         --          --            --
  Management fees.......         --         471         --      3,496          --         3,967
                           --------     -------    -------   --------     -------      --------
    Total operating
      expenses..........     40,144      14,696     57,464     67,965      12,553       192,822
                           --------     -------    -------   --------     -------      --------
Income from
  operations............      1,380         989     21,171      7,612       3,259        34,411
Interest expense........    (14,358)     (4,501)      (535)   (27,634)     (4,023)      (51,051)
Interest income.........        158         122         --         93          --           373
Other income
  (expense).............         --          --       (493)        --           5          (488)
                           --------     -------    -------   --------     -------      --------
Income (loss) before
  income tax expense
  (benefit).............    (12,820)     (3,390)    20,143    (19,929)       (759)      (16,755)
Income tax (benefit)
  expense...............        135          --      7,956         --          --         8,091
                           --------     -------    -------   --------     -------      --------
Income (loss) before
  extraordinary item....   $(12,955)    $(3,390)   $12,187   $(19,929)    $  (759)     $(24,846)
                           ========     =======    =======   ========     =======      ========
 
<CAPTION>
                              YEAR ENDED DECEMBER 31, 1998
                          ------------------------------------
                           PENDING ACQUISITIONS -- HISTORICAL
                          ------------------------------------
 
                          INTERMEDIA                   TOTAL
                            SYSTEMS     RIFKIN(a)     PENDING
                          -----------   ----------   ---------
<S>                       <C>           <C>          <C>
Revenues................   $176,062      $124,382    $300,444
                           --------      --------    --------
Operating expenses:
  Operating, general and
    administrative......     86,753        63,815     150,568
  Depreciation and
    amortization........     85,982        47,657     133,639
  Corporate expense
    charges.............         --            --          --
  Management fees.......      3,147         4,106       7,253
                           --------      --------    --------
    Total operating
      expenses..........    175,882       115,578     291,460
                           --------      --------    --------
Income from
  operations............        180         8,804       8,984
Interest expense........    (25,449)      (30,482)    (55,931)
Interest income.........        341            --         341
Other income
  (expense).............     23,030        36,279      59,309
                           --------      --------    --------
Income (loss) before
  income tax expense
  (benefit).............     (1,898)       14,601      12,703
Income tax (benefit)
  expense...............      1,623        (4,178)     (2,555)
                           --------      --------    --------
Income (loss) before
  extraordinary item....   $ (3,521)     $ 18,779    $ 15,258
                           ========      ========    ========
</TABLE>

 
                                       43

<PAGE>   46

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31, 1998
                        --------------------------------------------------------------------------------------
                                          RECENT ACQUISITIONS                         PENDING ACQUISITIONS
                        -------------------------------------------------------   ----------------------------
                                                     PRO FORMA                                    PRO FORMA
                                     ------------------------------------------                ---------------
                                                                        TOTAL
                        HISTORICAL   ACQUISITIONS(b)   ADJUSTMENTS     RECENT     HISTORICAL   ACQUISITIONS(b)
                        ----------   ---------------   -----------    ---------   ----------   ---------------
<S>                     <C>          <C>               <C>            <C>         <C>          <C>
Revenues..............   $227,233        $41,227        $     --      $ 268,460    $300,444       $ 98,245
Operating expenses:
  Operating, general
    and
    administrative....    125,330         19,953          (6,759)(d)    138,524     150,568         52,689
  Depreciation and
    amortization......     63,525         15,352          62,658(e)     141,535     133,639         21,224
  Corporate expense
    charges...........         --             --           6,759(d)       6,759          --             --
  Management fees.....      3,967            606              --          4,573       7,253          3,783
                         --------        -------        --------      ---------    --------       --------
    Total operating
      expenses........    192,822         35,911          62,658        291,391     291,460         77,696
                         --------        -------        --------      ---------    --------       --------
Income (loss) from
  operations..........     34,411          5,316         (62,658)       (22,931)      8,984         20,549
Interest expense......    (51,051)        (5,787)        (38,651)(f)    (95,489)    (55,931)       (27,212)
Interest income.......        373            157              --            530         341            175
Other income
  (expense)...........       (488)           139             (97)(g)       (446)     59,309            263
                         --------        -------        --------      ---------    --------       --------
Income (loss) before
  income tax expense
  (benefit)...........    (16,755)          (175)       (101,406)      (118,336)     12,703         (6,225)
Income tax expense
  (benefit)...........      8,091          1,191          (9,282)(h)         --      (2,555)           329
                         --------        -------        --------      ---------    --------       --------
Income (loss) before
  extraordinary
  item................   $(24,846)       $(1,366)       $(92,124)     $(118,336)   $ 15,258       $ (6,554)
                         ========        =======        ========      =========    ========       ========
 
<CAPTION>
                               YEAR ENDED DECEMBER 31, 1998
                        ------------------------------------------
                                   PENDING ACQUISITIONS
                        ------------------------------------------
                                        PRO FORMA
                        ------------------------------------------
                                                           TOTAL
                        DISPOSITIONS(c)   ADJUSTMENTS     PENDING
                        ---------------   -----------    ---------
<S>                     <C>               <C>            <C>
Revenues..............     $(69,708)       $      --     $ 328,981
Operating expenses:
  Operating, general
    and
    administrative....      (35,571)              --       167,686
  Depreciation and
    amortization......      (40,812)          72,434(e)    186,485
  Corporate expense
    charges...........           --               --            --
  Management fees.....         (936)              --        10,100
                           --------        ---------     ---------
    Total operating
      expenses........      (77,319)          72,434       364,271
                           --------        ---------     ---------
Income (loss) from
  operations..........        7,611          (72,434)      (35,290)
Interest expense......       19,544          (54,912)(f)  (118,511)
Interest income.......           (9)              --           507
Other income
  (expense)...........         (379)         (65,644)(g)    (6,451)
                           --------        ---------     ---------
Income (loss) before
  income tax expense
  (benefit)...........       26,767         (192,990)     (159,745)
Income tax expense
  (benefit)...........          310            1,916(h)         --
                           --------        ---------     ---------
Income (loss) before
  extraordinary
  item................     $ 26,457        $(194,906)    $(159,745)
                           ========        =========     =========
</TABLE>

 
-------------------------
 
(a) Includes the results of operations of Rifkin Acquisition Partners, L.L.L.P.,
    as follows (dollars in thousands):
 

<TABLE>
<CAPTION>
                                                          RIFKIN
                                                        ACQUISITION     OTHER      TOTAL
                                                        -----------    -------    --------
<S>                                                     <C>            <C>        <C>
Revenues..............................................    $89,921      $34,461    $124,382
Income from operations................................      1,040        7,764       8,804
Income (loss) before extraordinary item...............     24,419       (5,640)     18,779
</TABLE>

 
(b) Represents the historical results of operations for the period from January
    1, 1998 through the date of purchase for acquisitions completed by
    Renaissance, the InterMedia systems, Helicon and Rifkin, and for the period
    from January 1, 1998 through December 31, 1998 for acquisitions to be
    completed in 1999. A definitive written agreement exists for all
    acquisitions that have not yet closed.
 
    These acquisitions will be accounted for using the purchase method of
    accounting. Purchase price and the closing dates for significant
    acquisitions are as follows:
 

<TABLE>
<CAPTION>
                                                         RENAISSANCE         INTERMEDIA        HELICON             RIFKIN
                                                         ACQUISITIONS        ACQUISITION     ACQUISITION        ACQUISITIONS
                                                     --------------------   -------------   -------------   --------------------
<S>                                                  <C>                    <C>             <C>             <C>
Purchase price.....................................    $309.5 million       $29.1 million   $26.1 million         $165.0 million
Closing date.......................................        April 1998       December 1998   December 1998          February 1999
Purchase price.....................................      $2.7 million                                              $53.8 million
Closing date.......................................     February 1999                                                  July 1999
</TABLE>

 
    The InterMedia acquisition above is part of a "swap."
 
(c) Represents the elimination of the operating results primarily related to the
    cable systems to be transferred to InterMedia as part of a swap of cable
    systems and to the sale of several smaller cable systems. A
 
                                       44

<PAGE>   47
 
    definitive written agreement exists for the disposition on these systems.
    The fair value of the systems to be transferred is $420 million. No material
    gain or loss is anticipated on the disposition as these systems were
    recently acquired and recorded at fair value at that time. It is anticipated
    that this transfer will close during the third or fourth quarter of 1999.
 
(d) Reflects a reclassification of expenses representing corporate expenses that
    would have occurred at Charter Investment.
 
(e) Represents additional amortization of franchises as a result of our recent
    and pending acquisitions. A large portion of the purchase price was
    allocated to franchises ($3.6 billion) that are amortized over 15 years. The
    adjustment to depreciation and amortization expense consists of the
    following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                                  WEIGHTED AVERAGE
                                                        FAIR        USEFUL LIFE      DEPRECIATION/
                                                       VALUE         (IN YEARS)      AMORTIZATION
                                                     ----------   ----------------   -------------
<S>                                                  <C>          <C>                <C>
Franchises.........................................   $3,576.0           15              238.4
Cable distribution systems.........................      628.6            8               78.4
Land, building and improvements....................       19.6           10                1.9
Vehicles and equipment.............................       32.4            3                9.3
                                                                                        ------
     Total depreciation and amortization...........                                      328.0
     Less-historical depreciation and                                                   (192.9)
       amortization................................
                                                                                        ------
       Adjustment..................................                                     $135.1
                                                                                        ======
</TABLE>

 
(f)  Reflects additional interest expense on borrowings which will be used to
     finance the acquisitions as follows (dollars in millions):
 

<TABLE>
<S>                                                           <C>
$1.0 billion of credit facilities at composite current rate
  of 7.4% drawn down in March 1999, included in Charter
  Holdings' historical cash.................................   $74.0
$1.8 billion of credit facilities at composite current rate
  of 7.4%...................................................   132.0
$83 million 10% senior discount notes -- Renaissance........     8.0
                                                              ------
  Total pro forma interest expenses.........................   214.0
  Less-historical interest expense from acquired
     companies..............................................  (120.4)
                                                              ------
     Adjustment.............................................   $93.6
                                                              ======
</TABLE>

 
    The Rifkin sellers may take up to $250 million in equity instead of cash.
    This would reduce interest expense by up to $18.5 million. Additionally, we
    have assumed that the Rifkin notes will be tendered. Should we be unable to
    tender all or a portion of the Rifkin notes, interest expense will increase
    by up to $4.7 million.
 
(g) Represents the elimination of gain (loss) on the sale of cable television
    systems whose results of operations have been eliminated in (c) above.
 
(h) Reflects the elimination of income tax expense as a result of being acquired
    by a limited liability company.
 
                                       45

<PAGE>   48
 
     NOTE D:  We have extinguished substantially all of our long-term debt,
excluding borrowings of our previous credit facilities, and refinanced all
previous credit facilities. See "Capitalization." The refinancing adjustment of
lower interest expense consists of the following (dollars in millions):
 

<TABLE>
<CAPTION>
                                                              INTEREST
DESCRIPTION                                                   EXPENSE
-----------                                                   --------
<S>                                                           <C>
$600 million 8.25% senior notes.............................  $  49.6
$1,500 million 8.625% senior notes..........................    129.4
$1,475 million ($906 million carrying value) 9.92% senior
  discount notes............................................     90.0
Credit facilities ($652 million at composite current rate of
  7.4%).....................................................     48.2
Amortization of debt issuance costs.........................     16.0
Commitment fee on unused portion of credit facilities
  ($1,253 million at 0.375%)................................      4.7
                                                              -------
  Total pro forma interest expense..........................    337.9
  Less -- historical interest expense (including Marcus
     Cable).................................................   (345.4)
                                                              -------
     Adjustment.............................................  $  (7.5)
                                                              =======
</TABLE>

 
     An increase in the interest rate of 0.125% on all variable rate debt would
     result in an increase in interest expense of $4.4 million.
 
     NOTE E:  Charter Investment provided corporate management and consulting
services to Charter Holdings in 1998 and to Marcus Cable beginning in October
1998. See "Certain Relationships and Related Transactions."
 
     NOTE F:  EBITDA represents earnings (loss) before interest expense, income
taxes, depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.
 
     NOTE G:  EBITDA margin represents EBITDA as a percentage of revenues.
 
     NOTE H:  Adjusted EBITDA means EBITDA before corporate expenses, management
fees and other income (expense) in accordance with the term "Consolidated
EBITDA" used in the indentures governing the notes. See "Description of Notes"
for a complete presentation of the methodology employed in calculating Adjusted
EBITDA. Adjusted EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness and because it is
used in the indentures to determine compliance with certain covenants. However,
Adjusted EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating, investing or financing activities,
as determined in accordance with generally accepted accounting principles.
Adjusted EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because
Adjusted EBITDA is not calculated identically by all companies, the presentation
here may not be comparable to other similarly titled measures of other
companies. Management's discretionary use of funds depicted by Adjusted EBITDA
may be limited by working capital, debt service and capital expenditure
requirements and by restrictions related to legal requirements, commitments and
uncertainties.
 
     NOTE I:  Earnings include net income (loss) plus fixed charges. Fixed
charges consist of interest expense and an estimated interest component of rent
expense.
 
                                       46

<PAGE>   49
 
     NOTE J:  Homes passed are the number of living units, such as single
residence homes, apartments and condominium units, passed by the cable
television distribution network in a given cable system service area.
 
     NOTE K:  Basic customers are customers who receive basic cable service.
 
     NOTE L:  Basic penetration represents basic customers as a percentage of
homes passed.
 
     NOTE M:  Premium units represent the total number of subscriptions to
premium channels.
 
     NOTE N:  Premium penetration represents premium units as a percentage of
basic customers.
 
     NOTE O:  Average monthly revenue per basic customer represents revenues
divided by the number of months in the period divided by the number of basic
customers at December 31, 1998.
 
                                       47

<PAGE>   50
 

<TABLE>
<CAPTION>
                                                            UNAUDITED PRO FORMA BALANCE SHEET
                                                                   AS OF JUNE 30, 1999
                                           -------------------------------------------------------------------
                                                           RECENT                     PENDING
                                            CHARTER     ACQUISITIONS                ACQUISITIONS    PRO FORMA
                                            HOLDINGS      (NOTE A)      SUBTOTAL      (NOTE A)        TOTAL
                                           ----------   ------------   ----------   ------------   -----------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                        <C>          <C>            <C>          <C>            <C>
BALANCE SHEET
Cash and cash equivalents................  $  109,626    $(102,659)    $    6,967    $   (1,597)   $     5,370
Accounts receivable, net.................      32,487        3,478         35,965        18,656         54,621
Note receivable from parent company......      50,500           --         50,500            --         50,500
Prepaid expenses and other...............      10,181        2,327         12,508         3,141         15,649
                                           ----------    ---------     ----------    ----------    -----------
     Total current assets................     202,794      (96,854)       105,940        20,200        126,140
Property, plant and equipment............   1,764,499      108,862      1,873,361       451,089      2,324,450
Franchises...............................   6,591,972      592,003      7,183,975     1,926,369      9,110,344
Other assets.............................     128,209           --        128,209          (469)       127,740
                                           ----------    ---------     ----------    ----------    -----------
     Total assets........................  $8,687,474    $ 604,011     $9,291,485    $2,397,189    $11,688,674
                                           ==========    =========     ==========    ==========    ===========
Accounts payable and accrued expenses....  $  273,987    $  15,987     $  289,974    $   64,489    $   354,463
Payables to manager of cable television
  systems................................       4,741           --          4,741            --          4,741
                                           ----------    ---------     ----------    ----------    -----------
     Total current liabilities...........     278,728       15,987        294,715        64,489        359,204
Long-term debt...........................   5,134,310      588,024      5,722,334     1,007,700      6,730,034
Deferred management fees-related party...      17,004           --         17,004            --         17,004
Other long-term liabilities..............      53,310           --         53,310            --         53,310
Member's equity..........................   3,204,122           --      3,204,122     1,325,000      4,529,122
                                           ----------    ---------     ----------    ----------    -----------
     Total liabilities and member's
       equity............................  $8,687,474    $ 604,011     $9,291,485    $2,397,189    $11,688,674
                                           ==========    =========     ==========    ==========    ===========
</TABLE>

 
                                       48

<PAGE>   51
 
     NOTE A:  Pro forma balance sheet for our recent acquisitions, fully
described in the "Business" section, and pending acquisitions consists of the
following (dollars in thousands):
 

<TABLE>
<CAPTION>
                                                                            AS OF JUNE 30, 1999
                                                  -----------------------------------------------------------------------
                                                  RECENT ACQUISITIONS -- HISTORICAL    PENDING ACQUISITIONS -- HISTORICAL
                                                  ----------------------------------   ----------------------------------
                                                                            TOTAL      INTERMEDIA                TOTAL
                                                   HELICON      OTHER       RECENT      SYSTEMS      RIFKIN     PENDING
                                                  ----------   --------   ----------   ----------   --------   ----------
<S>                                               <C>          <C>        <C>          <C>          <C>        <C>
Cash and cash equivalents.......................  $   6,894    $    73    $   6,967     $     --    $  7,156   $    7,156
Accounts receivable, net........................      1,859      1,619        3,478       16,009      13,118       29,127
Receivable from related party...................          6         --            6        5,250          --        5,250
Prepaid expenses and other......................      2,172        155        2,327          719       2,271        2,990
                                                  ---------    -------    ---------     --------    --------   ----------
  Total current assets..........................     10,931      1,847       12,778       21,978      22,545       44,523
Property, plant and equipment...................     88,252     20,610      108,862      231,382     297,318      528,700
Franchises......................................     12,811     54,956       67,767      226,040     437,479      663,519
Deferred income tax assets......................         --         --           --       15,288          --       15,288
Other assets....................................     79,964        126       80,090        5,535          --        5,535
                                                  ---------    -------    ---------     --------    --------   ----------
  Total assets..................................  $ 191,958    $77,539    $ 269,497     $500,223    $757,342   $1,257,565
                                                  =========    =======    =========     ========    ========   ==========
Accounts payable and accrued expenses...........     14,288      1,699       15,987       19,874      46,777       66,651
Current deferred revenue........................         --      1,076        1,076       11,778          --       11,778
Note payable to related party...................         --         --           --        4,607          --        4,607
                                                  ---------    -------    ---------     --------    --------   ----------
  Total current liabilities.....................     14,288      2,775       17,063       36,259      46,777       83,036
Deferred revenue................................         --         --           --           --          --           --
Deferred income taxes...........................         --         --           --           --       6,703        6,703
Long-term debt..................................    299,076     40,687      339,763           --     546,575      546,575
Note payable to related party, including accrued
  interest......................................      5,000         --        5,000      414,493          --      414,493
Other long-term liabilities, including
  redeemable preferred shares...................     21,162         --       21,162       18,168          --       18,168
Equity..........................................   (147,568)    34,077     (113,491)      31,303     157,287      188,590
                                                  ---------    -------    ---------     --------    --------   ----------
  Total liabilities and equity..................  $ 191,958    $77,539    $ 269,497     $500,223    $757,342   $1,257,565
                                                  =========    =======    =========     ========    ========   ==========
</TABLE>

 
                                       49

<PAGE>   52

<TABLE>
<CAPTION>
                                                               AS OF JUNE 30, 1999
                            -----------------------------------------------------------------------------------------
                                      RECENT ACQUISITIONS                           PENDING ACQUISITIONS
                            ----------------------------------------   ----------------------------------------------
                                           PRO FORMA                                     PRO FORMA
                            ----------------------------------------   ----------------------------------------------
                            HISTORICAL    ADJUSTMENTS        TOTAL     HISTORICAL   ACQUISITIONS(a)   DISPOSITIONS(b)
                            ----------   --------------    ---------   ----------   ---------------   ---------------
<S>                         <C>          <C>               <C>         <C>          <C>               <C>
Cash and cash
  equivalents.............  $   6,967      $(109,626)(c)   $(102,659)  $    7,156       $   54           $  (8,807)
Accounts receivable,
  net.....................      3,478             --           3,478       29,127          830              (1,879)
Receivable from related
  party...................          6             (6)(e)          --        5,250            3
Prepaid expenses and
  other...................      2,327             --           2,327        2,990          348                (197)
                            ---------      ---------       ---------   ----------       ------           ---------
  Total current assets....     12,778       (109,632)        (96,854)      44,523        1,235             (10,883)
Property, plant and
  equipment...............    108,862             --         108,862      528,700        4,208             (81,819)
Franchises................     67,767        524,236(f)      592,003      663,519            6            (332,143)
Deferred income tax
  assets..................         --             --              --       15,288           --                  --
Other assets..............     80,090        (80,090)(h)          --        5,535           90                (469)
                            ---------      ---------       ---------   ----------       ------           ---------
  Total assets............  $ 269,497      $ 334,514       $ 604,011   $1,257,565       $5,539           $(425,314)
                            =========      =========       =========   ==========       ======           =========
Accounts payable and
  accrued expenses........  $  15,987      $      --       $  15,987   $   66,651       $  796           $  (5,314)
Current deferred
  revenue.................      1,076         (1,076)(d)          --       11,778           --                  --
Note payable to related
  party...................         --             --              --        4,607           --                  --
                            ---------      ---------       ---------   ----------       ------           ---------
  Total current
    liabilities...........     17,063         (1,076)         15,987       83,036          796              (5,314)
Deferred revenue..........         --             --              --           --          170                  --
Deferred income taxes.....         --             --              --        6,703           --                  --
Long-term debt............    339,763        248,261(j)      588,024      546,575        1,063            (420,000)
Note payable to related
  party, including accrued
  interest................      5,000         (5,000)(i)          --      414,493           --                  --
Other long-term
  liabilities.............     21,162        (21,162)(i)          --       18,168           --                  --
Equity....................   (113,491)       113,491(k)           --      188,590        3,510                  --
                            ---------      ---------       ---------   ----------       ------           ---------
  Total liabilities and
    equity................  $ 269,497      $ 334,514       $ 604,011   $1,257,565       $5,539           $(425,314)
                            =========      =========       =========   ==========       ======           =========
 
<CAPTION>
                               AS OF JUNE 30, 1999
                            --------------------------
                               PENDING ACQUISITIONS
                            --------------------------
                                    PRO FORMA
                            --------------------------
                            ADJUSTMENTS       TOTAL
                            -----------     ----------
<S>                         <C>             <C>
Cash and cash
  equivalents.............  $       --      $   (1,597)
Accounts receivable,
  net.....................      (9,422)(d)      18,656
Receivable from related
  party...................      (5,253)(e)          --
Prepaid expenses and
  other...................          --           3,141
                            ----------      ----------
  Total current assets....     (14,675)         20,200
Property, plant and
  equipment...............          --         451,089
Franchises................   1,594,987(f)    1,926,369
Deferred income tax
  assets..................     (15,288)(g)          --
Other assets..............      (5,625)(h)        (469)
                            ----------      ----------
  Total assets............  $1,559,399      $2,397,189
                            ==========      ==========
Accounts payable and
  accrued expenses........  $       --      $   62,133
Current deferred
  revenue.................      (9,422)(d)       2,356
Note payable to related
  party...................      (4,607)(i)          --
                            ----------      ----------
  Total current
    liabilities...........     (14,029)         64,489
Deferred revenue..........        (170)(d)          --
Deferred income taxes.....      (6,703)(g)          --
Long-term debt............     880,062(j)    1,007,700
Note payable to related
  party, including accrued
  interest................    (414,493)(i)          --
Other long-term
  liabilities.............     (18,168)(i)          --
Equity....................   1,132,900(k)    1,325,000
                            ----------      ----------
  Total liabilities and
    equity................  $1,559,399      $2,397,189
                            ==========      ==========
</TABLE>

 
-------------------------
 
(a) Represents the historical balance sheets as of June 30, 1999, of our recent
    and pending acquisitions.
 
(b) Represents the historical assets and liabilities as of June 30, 1999, of the
    cable systems to be transferred to InterMedia as part of a swap of cable
    systems. The cable systems being swapped will be accounted for at fair
    value. No material gain or loss is anticipated in conjunction with the swap.
    See the "Business" section.
 
(c) Represents the use of Charter Holdings cash for the recent and pending
    acquisitions. The sources of cash for the recent and pending acquisitions is
    as follows (dollars in millions):
 

<TABLE>
<S>  <C>                                                           <C>
     Charter Holdings' historical cash...........................  $  109.6
     Vulcan Cable III committed equity contributions.............   1,325.0
     Expected credit facilities draw down........................   1,570.8
     Helicon preferred limited liability company interests.......      25.0
                                                                   --------
                                                                   $3,030.4
                                                                   ========
</TABLE>

 
(d) Represents the offset of advance billings against deferred revenue to be
    consistent with Charter Holdings' accounting policy and the elimination of
    deferred revenue.
 
(e) Reflects assets retained by the seller.
 
                                       50

<PAGE>   53
 
 (f) Substantial amounts of the purchase price in (c) above have been allocated
     to franchises based on estimated fair values. This results in an allocation
     of purchase price as follows (dollars in thousands):
 

<TABLE>
<CAPTION>
                                     INTERMEDIA
                                      SYSTEMS     HELICON      RIFKIN      OTHER       TOTAL
                                     ----------   --------   ----------   --------   ----------
<S>                                  <C>          <C>        <C>          <C>        <C>
Working capital....................   $(20,493)   $ (3,363)  $  (23,796)  $    148   $  (47,504)
Property, plant and equipment......    149,563      88,252      301,526     20,610      559,951
Franchises.........................    744,099     465,111    1,182,270    126,892    2,518,372
Other..............................       (469)         --           --         --         (469)
                                      --------    --------   ----------   --------   ----------
                                      $872,700    $550,000   $1,460,000   $147,650   $3,030,350
                                      ========    ========   ==========   ========   ==========
</TABLE>

 
 (g) Represents the elimination of deferred income tax assets and liabilities.
 
 (h) Represents the elimination of the unamortized historical cost of various
     assets based on the allocation of purchase price (see (f) above) as follows
     (dollars in thousands):
 

<TABLE>
<S>                                                           <C>
Subscriber lists............................................  $ (55,685)
Goodwill....................................................    (37,032)
Deferred financing costs....................................     (9,648)
Noncompete agreements.......................................     (7,783)
Other assets................................................     (3,427)
                                                              ---------
                                                               (113,575)
Less-accumulated amortization...............................    (27,860)
                                                              ---------
                                                              $ (85,715)
                                                              =========
</TABLE>

 
 (i) Represents liabilities retained by the seller.
 
 (j) Represents the following (dollars in millions):
 

<TABLE>
<S>                                                           <C>
Long-term debt not assumed..................................  $ (227.5)
Helicon notes (to be called)................................    (115.0)
Rifkin notes (to be tendered)...............................    (125.0)
                                                              --------
     Total pro forma debt not assumed.......................    (467.5)
Additional borrowings under credit facilities...............   1,570.8
Helicon preferred limited liability company interests.......      25.0
                                                              --------
                                                              $1,128.3
                                                              ========
</TABLE>

 
 (k) Represents the following (dollars in thousands):
 

<TABLE>
<S>                                                           <C>
Elimination of historical equity............................  $  (78,609)
Additional contributions....................................   1,325,000
                                                              ----------
                                                              $1,246,391
                                                              ==========
</TABLE>

 
                                       51

<PAGE>   54
 
                       SELECTED HISTORICAL FINANCIAL DATA
 
     The selected historical financial data below for the years ended December
31, 1996 and 1997, for the periods from January 1, 1998, through December 23,
1998, and from December 24, 1998 through December 31, 1998, are derived from the
consolidated financial statements of Charter Holdings. They have been audited by
Arthur Andersen LLP, independent public accountants, and are included elsewhere
in this prospectus. The selected historical financial data for the period from
October 1, 1995 through December 31, 1995, are derived from the predecessor of
Charter Holdings' unaudited financial statements and are not included elsewhere
in this prospectus. The selected historical financial data for the year ended
December 31, 1994 and for the period from January 1, 1995 through September 30,
1995 are derived from the unaudited financial statements of Charter Holdings'
predecessor business and are not included elsewhere in this prospectus. The
information presented below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the historical financial statements of Charter Holdings and related notes
included elsewhere in this prospectus.
 

<TABLE>
<CAPTION>
                                     PREDECESSOR OF
                                    CHARTER HOLDINGS                        CHARTER HOLDINGS
                                 ----------------------   ----------------------------------------------------
                                                                        YEAR ENDED
                                  YEAR ENDED    1/1/95    10/1/95      DECEMBER 31,       1/1/98     12/24/98
                                 DECEMBER 31,   THROUGH   THROUGH    -----------------   THROUGH     THROUGH
                                     1994       9/30/95   12/31/95    1996      1997     12/23/98    12/31/98
                                 ------------   -------   --------   -------   -------   --------   ----------
                                                            (DOLLARS IN THOUSANDS)
<S>                              <C>            <C>       <C>        <C>       <C>       <C>        <C>
STATEMENT OF OPERATIONS:
Revenues.......................    $  6,584     $ 5,324   $ 1,788    $14,881   $18,867   $ 49,731   $   13,713
Operating expenses:
  Operating, general and
     administrative............       3,247       2,581       931      8,123    11,767     25,952        7,134
  Depreciation and
     amortization..............       2,508       2,137       648      4,593     6,103     16,864        8,318
  Stock option compensation
     expense...................          --          --        --         --        --         --          845
  Management fees/corporate
     expense charges...........         106         224        54        446       566      6,176          473
                                   --------     -------   -------    -------   -------   --------   ----------
     Total operating
       expenses................       5,861       4,942     1,633     13,162    18,436     48,992       16,770
                                   --------     -------   -------    -------   -------   --------   ----------
Income (loss) from
  operations...................         723         382       155      1,719       431        739       (3,057)
Interest expense...............          --          --      (691)    (4,415)   (5,120)   (17,277)      (2,353)
Interest income................          26          --         5         20        41         44          133
Other income (expense).........          --          38        --        (47)       25       (728)          --
                                   --------     -------   -------    -------   -------   --------   ----------
Net income (loss)..............    $    749     $   420   $  (531)   $(2,723)  $(4,623)  $(17,222)  $   (5,277)
                                   ========     =======   =======    =======   =======   ========   ==========
Ratio of Earnings to Fixed
  Charges(a)...................       45.14x      34.00x       --         --        --         --           --
BALANCE SHEET DATA (AT END OF
  PERIOD):
Total assets...................    $ 25,511     $26,342   $31,572    $67,994   $55,811   $281,969   $4,335,527
Total debt.....................      10,194      10,480    28,847     59,222    41,500    274,698    2,002,206
Members' equity (deficit)......      14,822      15,311       971      2,648    (1,975)    (8,397)   2,147,379
</TABLE>

 
-------------------------
(a) Earnings include net income (loss) plus fixed charges. Fixed charges consist
    of interest expense and an estimated interest component of rent expense.
    Earnings for the period from October 1, 1995 through December 31, 1995,
    years ended December 31, 1996 and 1997, periods from January 1, 1998 through
    December 23, 1998, and the period from December 24, 1998 through December
    31, 1998 were inadequate to cover fixed charges by $531, $2,723, $4,623,
    $17,222 and $4,432, respectively.
 
                                       52

<PAGE>   55
 

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     Reference is made to the "Certain Trends and Uncertainties" section below
in this Management's Discussion and Analysis for discussion of important factors
that could cause actual results to differ from expectations and non-historical
information contained herein.
 
INTRODUCTION
 
     We do not believe that our historical financial condition and results of
operations are accurate indicators of future results because of recent and
pending significant events, including:
 
     (1) the acquisition of us by Paul G. Allen,
 
     (2) our merger with Marcus Holdings,
 
     (3) our recent and pending acquisitions,
 
     (4) the refinancing of our previous credit facilities, and
 
     (5) the purchase of publicly held notes that had been issued by several of
         our subsidiaries.
 
Provided below is a discussion of:
 
     (1) our operations and development prior to the acquisition of us by Mr.
         Allen,
 
     (2) the acquisition of us by Mr. Allen,
 
     (3) our merger with Marcus Holdings, and
 
     (4) our recent acquisitions and pending acquisitions.
 
ORGANIZATIONAL HISTORY
 
     Prior to our acquisition by Mr. Allen on December 23, 1998, and our merger
with Marcus Holdings on April 7, 1999, our cable systems, excluding those cable
systems acquired since January 1, 1999, were operated under four groups of
companies. Three of these groups were comprised of companies that were managed
by Charter Investment prior to our acquisition by Mr. Allen and the fourth group
was comprised of companies that were subsidiaries of Marcus Cable.
 
     The following is an explanation of how:
 
     (1) Charter Communications Properties, the operating companies that
         formerly comprised CCA Group, Charter Communications, LLC 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
         Communications Holding Company; and
 
     (4) Charter Communications Holding Company became a wholly owned subsidiary
         of Charter Investment.
 
                                       53

<PAGE>   56
 
THE CHARTER COMPANIES
 
     Prior to Charter Investment acquiring the remaining interests it did not
previously own in two of the three groups of Charter companies, namely CCA Group
and CharterComm Holdings, LLC, as described below, the operating subsidiaries of
the three groups of Charter companies were parties to separate management
agreements with Charter Investment pursuant to which Charter Investment provided
management and consulting services. The three groups which formerly comprised
the companies managed by Charter Investment prior to our acquisition by Mr.
Allen were as follows:
 
     (1) Charter Communications Properties Holdings, LLC
 
          Charter Communications Properties Holdings, LLC was a wholly owned
     subsidiary of Charter Investment. The primary subsidiary of Charter
     Communications Properties Holdings which owned the cable systems was
     Charter Communications Properties. In connection with Mr. Allen's
     acquisition on December 23, 1998, Charter Communications Properties
     Holdings was merged out of existence. Charter Communications Properties
     became a direct, wholly owned subsidiary of Charter Investment.
 
     (2) CCA Group
 
          The controlling interests in CCA Group were held by affiliates of
     Kelso & Co. Charter Investment had only a minority interest. On December
     21, 1998, prior to Mr. Allen's acquisition, the remaining interests it did
     not previously own in CCA Group were acquired by Charter Investment from
     the Kelso affiliates. Consequently, the companies comprising CCA Group
     became wholly owned subsidiaries of Charter Investment.
 
        CCA Group consisted of the following three sister companies:
 
             (i)  CCT Holdings, LLC,
 
             (ii)  CCA Holdings, LLC, and
 
             (iii) 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. On December 21, 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
 
                                       54

<PAGE>   57
 
     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 Communications Holding Company was formed as a wholly
owned subsidiary of Charter Investment. All of Charter Investment's interests in
Charter Holdings were transferred to Charter Communications Holding Company.
 
     Our 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 debt we assumed. Charter Communications
Properties, the operating companies that formerly comprised CCA Group and
Charter Communications, LLC were contributed to Charter Operating subsequent to
Mr. Allen's acquisition. Charter Communications Properties is deemed to be our
predecessor. Consequently, the contribution of Charter Communications Properties
was accounted for as a reorganization under common control. Accordingly, the
accompanying financial statements for periods prior to December 24, 1998,
include the accounts of Charter Communications Properties. The contributions of
the operating companies that formerly comprised CCA Group and Charter
Communications, LLC were accounted for in accordance with purchase accounting.
Accordingly, the financial statements for periods after December 23, 1998,
include the accounts of Charter Communications Properties, 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, pursuant to which Charter
Investment provided management and consulting services to Marcus Cable and its
subsidiaries which own the cable systems. This agreement placed the Marcus cable
systems under common management with our cable systems.
 
     In February 1999, Marcus Holdings was formed and all of Mr. Allen's
interests in Marcus Cable were transferred to Marcus Holdings. 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 us, and the operating subsidiaries of Marcus
Holdings and all of the cable systems they own came under the ownership of
Charter Holdings. For financial reporting purposes, our merger with Marcus
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 our financial statements since that date.
 
                                       55

<PAGE>   58
 
ACQUISITIONS
 
     In the second and third quarters of 1999, we acquired American Cable, the
Greater Media systems, Renaissance, Helicon, Vista and certain cable assets of
Cable Satellite of South Miami for a total purchase price of approximately $1.9
billion and total debt assumed of $226 million. See "Business -- Acquisitions"
and "Description of Certain Indebtedness." These acquisitions were funded
through excess cash from the issuance of the original notes, additional
borrowings under our credit facilities and the assumption of Renaissance notes
and Helicon notes.
 
     In addition to these acquisitions, since the beginning of 1999, we have
entered into definitive agreements to acquire the InterMedia systems and Rifkin,
all as set forth in the table below. These acquisitions are expected to be
funded through excess cash, additional borrowings under our credit facilities,
additional equity contributions and the assumption of Rifkin notes. Rifkin
sellers could elect to receive some of the purchase price in the form of
preferred or common equity of Charter Holdings or, if mutually agreed to by the
parties, of a parent of Charter Holdings. If issued, this equity would be valued
between approximately $25 million and $250 million. The Rifkin notes are
expected to be tendered after closing.
 
     As part of the transaction with InterMedia, we will "swap" some of our
non-strategic cable systems located in Indiana, Montana, Utah and northern
Kentucky, representing 143,000 basic customers, and pay cash of $873 million.
The InterMedia systems serve approximately 412,000 customers in Georgia, North
Carolina, South Carolina and Tennessee.
 

<TABLE>
<CAPTION>
                                                                                 AS OF AND FOR THE
                                                                                 SIX MONTHS ENDED
                                                                                   JUNE 30, 1999
                                         ACTUAL OR                         -----------------------------
                                        ANTICIPATED          PURCHASE         BASIC          REVENUE
ACQUISITION                           ACQUISITION DATE        PRICE        SUBSCRIBERS   (IN THOUSANDS)
-----------                           ----------------       --------      -----------   --------------
<S>                                  <C>                 <C>               <C>           <C>
Renaissance........................         4/99         $ 459 million        131,000       $ 30,807
American Cable.....................         5/99           240 million         69,000         17,958
Greater Media systems..............         6/99           500 million        174,000         42,348
Helicon............................         7/99           550 million        173,000         42,956
Other (Vista and certain cable
  assets of Cable Satellite).......    7/99 and 8/99       148 million         38,000          9,157
InterMedia systems.................  3rd or 4th Quarter   873 million +       412,000
                                            1999           systems swap      (143,000)
                                                                            ---------
                                                                              269,000        100,644
Rifkin.............................  3rd or 4th Quarter
                                            1999          1,460 million       462,000        105,592
                                                         ----------------   ---------       --------
    Total..........................                      $ 4.2 billion      1,316,000       $349,462
                                                         ================   =========       ========
</TABLE>

 
     The systems acquired pursuant to these recent and pending acquisitions
serve, in the aggregate, approximately 1.3 million customers. In addition, we
are negotiating with several other potential acquisition candidates whose
systems would further complement our regional operating clusters. We expect to
finance our pending acquisitions and any other future acquisitions with
additional borrowings under our credit facilities and with additional equity.
 
     Certain of these acquisitions were originally acquisitions of Charter
Investment. Charter Investment subsequently assigned those acquisitions to us.
Charter Investment and other affiliates are making other acquisitions. There is
no present intention on their part to assign these other acquisitions to us.
 
                                       56

<PAGE>   59
 
PUBLIC OFFERING OF COMMON STOCK BY AN INDIRECT PARENT OF CHARTER HOLDINGS
 
     Charter Communications, Inc. filed a registration statement for an initial
public offering of its Class A common stock. Charter Communications, Inc.
expects to raise approximately $3.45 billion through its offering and will use
these proceeds to purchase newly-issued membership interests in Charter
Communications Holding Company, thereby becoming the controlling member of
Charter Communications Holding Company. Charter Communications Holding Company
will also raise additional equity through the issuance of membership interests
to Vulcan Cable III. Charter Communications Holding Company will consequently be
owned by Charter Investment, Charter Communications, Inc. and Vulcan Cable III.
The equity interests of each of these owners has not yet been determined. We
will continue to be 100% owned by Charter Communications Holding Company.
 
     The initial public offering will affect us in many ways, including the
following:
 
     - Our Management.  The current management agreement between Charter
Operating and Charter Investment, described under the heading "Certain
Relationships and Related Transactions," will be terminated and a new management
agreement will be entered into between Charter Communications, Inc. and Charter
Communications Holding Company. The new management agreement will have terms
substantially identical to the existing management agreement except that the
fees payable thereunder will only allow Charter Communications, Inc. to be
reimbursed for its actual expenses. This agreement will apply to us and all of
our subsidiaries.
 
     - Option Plan.  After the initial public offering, each membership interest
in Charter Communications Holding Company held as a result of an exercise of an
option will automatically be exchanged into shares of Class A common stock of
Charter Communications, Inc. Any shares of Class A common stock received in any
such exchange will be subject to purchase by Mr. Allen or Charter Communications
Holding Company in the event of the termination of the employment or consulting
relationship of the optionee for cause as described in "Management -- Option
Plan."
 
     - Business Activities.  It is contemplated that, upon the completion of the
initial public offering, we will not be permitted to engage in business activity
other than the cable transmission of video, audio and data unless Mr. Allen
first determines not to pursue the particular business activity. See "Risk
Factors -- We will not be able to engage in any business other than the cable
transmission of video, audio and data unless Mr. Allen first determines not to
pursue that particular business activity."
 
OVERVIEW
 
     Approximately 85% of our revenues are primarily attributable to monthly
subscription fees charged to customers for our basic, expanded basic and premium
cable television programming services, equipment rental and ancillary services
provided by our cable television systems. In addition, we derive other revenues
from installation and reconnection fees charged to customers to commence or
reinstate service, pay-per-view programming, where users are charged a fee for
individual programs requested, advertising revenues and commissions related to
the sale of merchandise by home shopping services. We have generated increases
in revenues in each of the past three fiscal years, primarily through internal
customer growth, basic and expanded tier rate increases and acquisitions as well
as innovative marketing such as our MVP package of premium services. This
entitles customers to receive a substantial discount on bundled premium services
of HBO,
 
                                       57

<PAGE>   60
 
Showtime, Cinemax and The Movie Channel. The MVP package has increased premium
revenue by 3.4% and premium cash flow by 5.5% in the initial nine months of this
program. We are beginning to offer our customers several other services, which
are expected to significantly contribute to our revenue. One of these services
is digital cable, which provides subscribers with additional programming
options. We are also offering high speed Internet access to the World Wide Web
through cable modems. Cable modems can be attached to personal computers so that
users can send and receive data over cable systems. Our television based
Internet access allows us to offer the services provided by WorldGate, Inc.,
which provides users with TV based e-mail and other Internet access.
 
     Our expenses primarily consist of operating costs, general and
administrative expenses, depreciation and amortization expense and management
fees/corporate expense charges. Operating costs primarily include programming
costs, cable service related expenses, marketing and advertising costs,
franchise fees and expenses related to customer billings. Programming costs
account for approximately 50 percent of our operating costs. Programming costs
have increased in recent years and are expected to continue to increase due to
additional programming being provided to customers, increased cost to produce or
purchase cable programming, inflation and other factors affecting the cable
television industry. In each year we have operated, our costs to acquire
programming have exceeded customary inflationary increases. A significant factor
with respect to increased programming costs is the rate increases and surcharges
imposed by national and regional sports networks directly tied to escalating
costs to acquire programming for professional sports packages in a competitive
market. We have benefited in the past from our membership in an industry
cooperative that provides members with volume discounts from programming
networks. We believe our membership has minimized increases to our programming
costs relative to what the increases would otherwise have been. We also believe
that we should derive additional discounts from programming networks due to our
increased size. Finally, we were able to negotiate favorable terms with premium
networks in conjunction with the premium packages, which minimized the impact on
margins and provided substantial volume incentives to grow the premium category.
Although we believe that we will be able to pass future increases in programming
costs through to customers, there can be no assurance that we will be able to do
so.
 
     General and administrative expenses primarily include accounting and
administrative personnel and professional fees. Depreciation and amortization
expense relates to the depreciation of our tangible assets and the amortization
of our franchise costs. Management fees/corporate expense charges are fees paid
to or charges from Charter Investment for corporate management and consulting
services. Charter Holdings records actual corporate expense charges incurred by
Charter Investment on behalf of Charter Holdings. Prior to the acquisition of us
by Mr. Allen, the CCA Group and CharterComm Holdings recorded management fees
payable to Charter Investment equal to 3.0% to 5.0% of gross revenues plus
certain expenses. In October 1998, Charter Investment began managing the cable
operations of Marcus Holdings under a management fee arrangement. The Charter
Operating credit facilities limit management fees to 3.5% of gross revenues.
 
     We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. The principal reasons for our prior and
anticipated net losses include the depreciation and amortization expenses
associated with our acquisitions, the capital expenditures related to
construction and upgrading of our systems, and interest costs on borrowed money.
We cannot predict what impact, if any, continued losses will have on our ability
to finance our operations in the future.
 
                                       58

<PAGE>   61
 
RESULTS OF OPERATIONS
 
     The following discusses the results of operations for
 
     (1) Charter Holdings, comprised of Charter Communications Properties, for
         the six months ended June 30, 1998, and
 
     (2) Charter Holdings, comprised of the following for the six months ended
         June 30, 1999:
 
        - Charter Communications Properties, CCA Group and CharterComm Holdings
          for the entire period.
 
        - Marcus Holdings for the period from March 31, 1999 (date Paul G. Allen
          acquired voting control) through June 30, 1999.
 
        - Renaissance for the period from May 1, 1999 (acquisition date) through
          June 30, 1999.
 
        - American Cable for the period from May 8, 1999 (acquisition date)
          through June 30, 1999.
 
     The following table sets forth the percentages of revenues that items in
the statements of operations constitute for the indicated periods.
 

<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED
                                             ---------------------------------------
                                                  6/30/99               6/30/98
                                             ------------------    -----------------
                                                     (DOLLARS IN THOUSANDS)
<S>                                          <C>          <C>      <C>        <C>
STATEMENTS OF OPERATIONS
Revenues...................................  $ 468,993      100%   $15,129       100%
                                             ---------    -----    -------    ------
Operating expenses
  Operating, general and administrative
     costs.................................    241,341     51.5      8,378      55.4
  Depreciation and amortization............    249,952     53.3      5,312      35.1
  Stock option compensation expense........     38,194      8.1         --        --
  Management fees/corporate expense
     charges...............................     11,073      2.4        628       4.1
                                             ---------    -----    -------    ------
          Total operating expenses.........    540,560    115.3     14,318      94.6
                                             ---------    -----    -------    ------
Income (loss) from operations..............    (71,567)   (15.3)       811       5.4
Interest income............................     10,085      2.2         14       0.1
Interest expense...........................   (157,669)   (33.6)    (5,618)    (37.1)
Other income...............................      2,840      0.6          3        --
                                             ---------    -----    -------    ------
Loss before extraordinary item.............   (216,311)   (46.1)    (4,790)    (31.6)
Extraordinary item-loss from early
  extinguishment of debt...................      7,794      1.7         --        --
                                             ---------    -----    -------    ------
Net loss...................................  $(224,105)   (47.8)%  $(4,790)    (31.6)%
                                             =========    =====    =======    ======
</TABLE>

 
                                       59

<PAGE>   62
 
PERIOD FROM JANUARY 1, 1999 THROUGH JUNE 30, 1999
COMPARED TO PERIOD FROM JANUARY 1, 1998 THROUGH JUNE 30, 1998
 
     REVENUES.  Revenues increased by $453.9 million, or 3,006.0%, from $15.1
million for the period from January 1, 1998 through June 30, 1998 to $469.0
million for the period from January 1, 1999 through June 30, 1999. The increase
in revenues primarily resulted from the acquisitions of CCA Group, CharterComm
Holdings, Sonic, Marcus Holdings and Renaissance. Additional revenue from these
entities included in Charter Holdings for the period ended June 30, 1999 were
$179.5 million, $108.9 million, $26.2 million, $128.1 million and $10.4 million,
respectively.
 
     OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES.  Operating, general and
administrative expenses increased by $232.9 million, or 2,772.6%, from $8.4
million for the period from January 1, 1998 through June 30, 1998 to $241.3
million for the period from January 1, 1999 through June 30, 1999. This increase
was due primarily to the acquisitions of CCA Group, CharterComm Holdings, Sonic,
Marcus Holdings and Renaissance. Additional operating, general and
administrative expenses from these entities included in Charter Holdings for the
period ended June 30, 1999 were $90.7 million, $54.2 million, $13.6 million,
$69.5 million and $4.9 million, respectively.
 
     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense
increased by $244.7 million, or 4,617.0%, from $5.3 million for the period from
January 1, 1998 through June 30, 1998 to $250.0 million for the period from
January 1, 1999 through June 30, 1999. There was a significant increase in
amortization resulting from the acquisitions of CCA Group, CharterComm Holdings,
Sonic, Marcus Holdings and Renaissance. Additional depreciation and amortization
expense from these entities included in Charter Holdings for the period ended
June 30, 1999 were $97.9 million, $67.4 million, $5.3 million, $65.6 million and
$5.8 million, respectively.
 
     STOCK OPTION COMPENSATION EXPENSE.  Stock option compensation expense
increased by $38.2 million due to the granting of options to employees in
December 1998, February 1999 and April 1999. The exercise prices of the options
are less than the estimated fair values of the underlying membership interests
on the date of grant resulting in compensation expense accrued over the vesting
period of each grant that varies from four to five years.
 
     MANAGEMENT FEES/CORPORATE EXPENSE CHARGES.  Management fees/corporate
expense charges increased by $10.5 million, or 1,750.0% from $0.6 million for
the period from January 1, 1998 through June 30, 1998 to $11.1 million for the
period from January 1, 1999 through June 30, 1999. The increase from the period
from January 1, 1998 through June 30, 1998 compared to the period from January
1, 1999 through June 30, 1999 was the result of the acquisitions of CCA Group,
CharterComm Holdings, Sonic, Marcus Holdings, Renaissance and American Cable.
 
     INTEREST INCOME.  Interest income increased by $10.1 million from $.014
million for the period from January 1, 1998 to June 30, 1998 to $10.1 million
for the period from January 1, 1999 to June 30, 1999. The increase was primarily
due to investing excess cash that resulted from required credit facilities draw
downs.
 
     INTEREST EXPENSE.  Interest expense increased by $152.1 million, or
2,716.1%, from $5.6 million for the period from January 1, 1998 through June 30,
1998 to $157.7 million for the period from January 1, 1999 through June 30,
1999. This increase resulted primarily from interest on the notes at Charter
Holdings, the credit facilities at Charter Operating and the financing of the
acquisitions of CCA Group and CharterComm
 
                                       60

<PAGE>   63
 
Holdings. The interest expenses resulting from each of these transactions were
$68.7 million, $44.9 million, $12.7 million, and $11.3 million, respectively.
 
     OTHER INCOME.  Other income increased by $2.8 million from $.003 million
for the period from January 1, 1998 to June 30, 1998 to $2.8 million for the
period from January 1, 1999 to June 30, 1999. The increase was primarily due to
the gain on the sale of certain aircrafts.
 
     NET LOSS.  Net loss increased by $211.5 million, or 4,406.3%, from $4.8
million for the period from January 1, 1998 through June 30, 1998 to $216.3
million for the period from January 1, 1999 through June 30, 1999. The increase
in revenues that resulted from the acquisitions of CCA Group, CharterComm
Holdings, Sonic and Marcus Holdings was not sufficient to offset the operating
expenses associated with the acquired systems.
 
RESULTS OF OPERATIONS
 
     The following discusses the results of operations for
 
     (1) Charter Holdings, comprised of Charter Communications Properties, for
         the period from January 1, 1998 through December 23, 1998 and for the
         years ended December 31, 1997 and 1996, and
 
     (2) Charter Holdings, comprised of Charter Communications Properties, CCA
         Group and CharterComm Holdings, for the period from December 24, 1998
         through December 31, 1998.
 
     The following table sets forth the percentages of revenues that items in
the statements of operations constitute for the indicated periods.
 

<TABLE>
<CAPTION>
                                                  YEAR ENDED
                                                 DECEMBER 31,                     1/1/98              12/24/98
                                     ------------------------------------         THROUGH             THROUGH
                                           1996                1997              12/23/98             12/31/98
                                     ----------------    ----------------    -----------------    ----------------
                                                                (DOLLARS IN THOUSANDS)
<S>                                  <C>        <C>      <C>        <C>      <C>         <C>      <C>        <C>
STATEMENTS OF OPERATIONS
Revenues...........................  $14,881    100.0%   $18,867    100.0%   $ 49,731    100.0%   $13,713    100.0%
                                     -------    -----    -------    -----    --------    -----    -------    -----
Operating expenses
 Operating costs...................    5,888     39.5%     9,157     48.5%     18,751     37.7%     6,168     45.0%
 General and administrative
   costs...........................    2,235     15.0%     2,610     13.8%      7,201     14.5%       966      7.0%
 Depreciation and amortization.....    4,593     30.9%     6,103     32.4%     16,864     33.9%     8,318     60.7%
 Stock option compensation
   expense.........................       --       --         --       --          --       --        845      6.2%
 Management fees/corporate expense
   charges.........................      446      3.0%       566      3.0%      6,176     12.4%       473      3.4%
                                     -------    -----    -------    -----    --------    -----    -------    -----
 Total operating expenses..........   13,162     88.4%    18,436     97.7%     48,992     98.5%    16,770    122.3%
                                     -------    -----    -------    -----    --------    -----    -------    -----
Income (loss) from operations......    1,719     11.6%       431      2.3%        739      1.5%    (3,057)   (22.3%)
Interest income....................       20      0.1%        41      0.2%         44      0.1%       133      1.0%
Interest expense...................   (4,415)   (29.7%)   (5,120)   (27.1%)   (17,277)   (34.7%)   (2,353)   (17.2%)
Other income (expense).............      (47)    (0.3%)       25      0.1%       (728)    (1.5%)       --       --
                                     -------    -----    -------    -----    --------    -----    -------    -----
Net loss...........................  $(2,723)   (18.3%)  $(4,623)   (24.5%)  $(17,222)   (34.6%)  $(5,277)   (38.5%)
                                     =======    =====    =======    =====    ========    =====    =======    =====
</TABLE>

 
                                       61

<PAGE>   64
 
PERIOD FROM DECEMBER 24, 1998, THROUGH DECEMBER 31, 1998
 
     This period is not comparable to any other period presented. The financial
statements represent eight days of operations. This period not only contains the
results of operations of Charter Communications Properties, but also the results
of operations of those entities purchased in the acquisition of us. As a result,
no comparison of the operating results for this eight-day period is presented.
 
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998 COMPARED TO 1997
 
     REVENUES.  Revenues increased by $30.8 million, or 163.6%, from $18.9
million in 1997 to $49.7 million for the period from January 1, 1998 through
December 23, 1998. The increase in revenues primarily resulted from the
acquisition of Sonic whose revenues for that period were $30.5 million.
 
     OPERATING EXPENSES.  Operating expenses increased by $9.6 million, or
104.8%, from $9.2 million in 1997 to $18.8 million for the period from January
1, 1998 through December 23, 1998. This increase was due primarily to the
acquisition of Sonic, whose operating expenses for that period were $11.5
million, partially offset by the loss of $1.4 million on the sale of a cable
system in 1997.
 
     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased by $4.6 million, or 175.9%, from $2.6 million in 1997 to $7.2 million
for the period from January 1, 1998 through December 23, 1998. This increase was
due primarily to the acquisition of Sonic whose general and administrative
expenses for that period were $4.4 million.
 
     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense
increased by $10.8 million, or 176.3%, from $6.1 million in 1997 to $16.9
million for the period from January 1, 1998 through December 23, 1998. There was
a significant increase in amortization resulting from the acquisition of Sonic.
Incremental depreciation and amortization expenses of the acquisition of Sonic
were $10.3 million.
 
     MANAGEMENT FEES/CORPORATE EXPENSE CHARGES.  Corporate expense charges
increased by $5.6 million, or 991.2% from $0.6 million in 1997 to $6.2 million
for the period from January 1, 1998 through December 23, 1998. The increase from
1997 compared to the period from January 1, 1998 through December 23, 1998 was
the result of additional Charter Investment charges related to equity
appreciation rights plans of $3.8 million for the period from January 1, 1998
through December 23, 1998 and an increase of $1.5 million in management services
provided by Charter Investment as a result of the acquisition of Sonic.
 
     INTEREST EXPENSE.  Interest expense increased by $12.2 million, or 237.4%,
from $5.1 million in 1997 to $17.3 million for the period from January 1, 1998
through December 23, 1998. This increase resulted primarily from the
indebtedness of $220.6 million, including a note payable for $60.7 million,
incurred in connection with the acquisition of Sonic resulting in $12.1 million
of additional interest expense.
 
     NET LOSS.  Net loss increased by $12.6 million, or 272.5%, from $4.6
million in 1997 to $17.2 million for the period from January 1, 1998 through
December 23, 1998.
 
     The increase in revenues that resulted from cable television customer
growth was not sufficient to offset the operating expenses related to the
acquisition of Sonic.
 
                                       62

<PAGE>   65
 
1997 COMPARED TO 1996
 
     REVENUES.  Revenues increased by $4.0 million, or 26.8%, from $14.9 million
in 1996 to $18.9 million in 1997. The primary reason for this increase is due to
the acquisition of 5 cable systems in 1996 that increased customers by 58.9%.
 
     Revenues of Charter Communications Properties, excluding the activity of
any other systems acquired during the periods, increased by $0.7 million, or
8.9%, from $7.9 million in 1996 to $8.6 million in 1997.
 
     OPERATING EXPENSES.  Operating expenses increased by $3.3 million, or
55.9%, from $5.9 million in 1996 to $9.2 million in 1997. This increase was
primarily due to the acquisitions of the cable systems in 1996 and the loss of
$1.4 million on the sale of a cable system in 1997.
 
     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased by $0.4 million, or 18.2%, from $2.2 million in 1996 to $2.6 million
in 1997. This increase was primarily due to the acquisitions of the cable
systems in 1996.
 
     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense
increased by $1.5 million, or 32.6%, from $4.6 million in 1996 to $6.1 million
in 1997. There was a significant increase in amortization resulting from the
acquisitions of the cable systems in 1996.
 
     MANAGEMENT FEES/CORPORATE EXPENSE CHARGES.  Corporate expense charges
increased by $0.2 million, or 50.0%, from $0.4 million in 1996 to $0.6 million
in 1997. These fees were 3.0% of revenues in both 1996 and 1997.
 
     INTEREST EXPENSE.  Interest expense increased by $0.7 million, or 15.9%,
from $4.4 million in 1996 to $5.1 million in 1997. This increase resulted
primarily from the indebtedness incurred in connection with the acquisitions of
several cable systems in 1996.
 
     NET LOSS.  Net loss increased by $1.9 million, or 70.4%, from $2.7 million
in 1996 to $4.6 million in 1997. The increase in net loss is primarily related
to the $1.4 million loss on the sale of a cable system.
 
OUTLOOK
 
     Our business strategy emphasizes the increase of our operating cash flow by
increasing our customer base and the amount of cash flow per customer. We
believe that there are significant advantages in increasing the size and scope
of our operations, including:
 
     - improved economies of scale in management, marketing, customer service,
       billing and other administrative functions;
 
     - reduced costs for our cable plants and our infrastructure in general;
 
     - increased leverage for negotiating programming contracts; and
 
     - increased influence on the evolution of important new technologies
       affecting our business.
 
     We seek to "cluster" cable systems in suburban and ex-urban areas
surrounding selected metropolitan markets. We believe that such "clustering"
offers significant opportunities to increase operating efficiencies and to
improve operating margins and cash flow by spreading fixed costs over an
expanding subscriber base. In addition, we believe that by concentrating
"clusters" in markets, we will be able to generate higher growth in revenues and
operating cash flow. Through strategic acquisitions and "swaps" of cable
 
                                       63

<PAGE>   66
 
systems, we seek to enlarge the coverage of our current areas of operations,
and, if feasible develop "clusters" in new geographic areas within existing
regions. Swapping of cable systems allows us to trade systems that do not
coincide with our operating strategy while gaining systems that meet our
objectives. Several significant swaps have been announced. These swaps have
demonstrated the industry's trend to cluster operations. To date, Charter
Holdings has participated in one swap in connection with the transaction with
InterMedia. We are currently negotiating other possible swap transactions.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Our business requires significant cash to fund acquisitions, capital
expenditures, debt service costs and ongoing operations. We have historically
funded and expect to fund future liquidity and capital requirements through cash
flows from operations, equity contributions and financings, debt financings and
borrowings under our credit facilities.
 
     Our historical cash flows from operating activities for 1998 were $145.8
million, and for the six months ended June 30, 1999, were $172.8 million. Pro
forma for our recent and pending acquisitions and our merger with Marcus
Holdings, our cash flows from operating activities for 1998 were $351.5 million,
and for the six months ended June 30, 1999, were $260.9 million.
 
CAPITAL EXPENDITURES
 
     We have substantial ongoing capital expenditure requirements. We make
capital expenditures primarily to upgrade, rebuild and expand our existing cable
systems, as well as for system maintenance, the development of new products and
services and converters. Converters are set-top devices added in front of a
subscriber's television receiver to change the frequency of the cable television
signals to a suitable channel. The television receiver is then able to tune and
to allow access to premium service.
 
     Upgrading our cable systems will enable us to offer new products and
services, including digital television, additional channels and tiers, expanded
pay-per-view options, high-speed Internet access, and interactive services.
 
     For the three years ending December 31, 2001, we plan to spend $1.8 billion
for capital expenditures including Marcus Cable, approximately $900 million of
which will be used to upgrade and rebuild our existing systems to bandwidth
capacity of 550 megahertz or greater and add two-way capability, so that we may
offer advanced services. The remaining $900 million will be used for extensions
of systems, development of new products and services, converters and system
maintenance. Capital expenditures for 1999, 2000 and 2001 are expected to be
approximately $600 million, $650 million, and $550 million, respectively. We
also plan to spend an additional $700 million pro forma for our recent and
pending acquisitions to upgrade our systems to bandwidth capacity of 550
megahertz or greater, so that we may offer advanced cable services. An
additional $400 million pro forma for our recent and pending acquisitions will
be used for plant extensions, new services, converters and system maintenance.
We expect to finance 80% and 20% of the anticipated capital expenditures with
distributions generated from operations and additional borrowings under our
credit facilities, respectively. We cannot assure you that these amounts will be
sufficient to accomplish our planned system upgrade, expansion and maintenance.
See "Risk Factors -- Our Business -- We may not be able to obtain capital
sufficient to fund our planned upgrades and to keep pace with technological
developments." This could adversely affect our ability to offer new products and
services
 
                                       64

<PAGE>   67
 
and compete effectively, and could adversely affect our growth, financial
condition and results of operations.
 
     For the six months ended June 30, 1999, we made capital expenditures,
excluding the acquisitions of cable systems, of $206 million. The majority of
the capital expenditures related to rebuilding existing cable systems.
 
FINANCING ACTIVITIES
 
     On March 17, 1999, we issued $3.6 billion principal amount of senior notes.
The net proceeds of approximately $2.99 billion, combined with the borrowings
under our credit facilities, were used to consummate tender offers for publicly
held debt of several of our subsidiaries, as described below, refinance
borrowings under our previous credit facilities and for working capital
purposes.
 
     Semi-annual interest payments with respect to the 8.250% notes and the
8.625% notes will be approximately $89.4 million, commencing on October 1, 1999.
No interest on the 9.920% notes will be payable prior to April 1, 2004.
Thereafter, semiannual interest payments will be approximately $162.6 million in
the aggregate, commencing on October 1, 2004.
 
     Concurrently with the issuance of the original notes, we refinanced
substantially all of our previous credit facilities and Marcus Cable's existing
credit facilities with new credit facilities entered into by Charter Operating.
In February and March 1999, we commenced cash tender offers to purchase the 14%
senior discount notes issued by Charter Communications Southeast Holdings, LLC,
the 11.25% senior notes issued by Charter Communications Southeast, LLC, the
13.50% senior subordinated discount notes issued by Marcus Cable Operating
Company, L.L.C., and the 14.25% senior discount notes issued by Marcus Cable.
All notes except for $1.1 million in principal amount were paid off.
 
     Our credit facilities provide for two term facilities, one with a principal
amount of $1.0 billion that matures September 2008 (Term A), and the other with
the principal amount of $1.85 billion that matures on March 2009 (Term B). Our
credit facilities also provide for a $1.25 billion revolving credit facility
with a maturity date of September 2008. As of June 30, 1999, approximately
$2.075 billion was available for borrowing under our credit facilities. After
giving effect to our pending acquisitions, there will be approximately $648
million of borrowing availability under our new credit facilities. In addition,
an uncommitted incremental term facility of up to $500 million with terms
similar to the terms of the credit facilities is permitted under the credit
facilities, but will be conditioned on receipt of additional new commitments
from existing and new lenders.
 
     Amounts under our new credit facilities bear interest at a base rate or a
eurodollar rate, plus a margin up to 2.75%. A quarterly commitment fee of
between 0.25% and 0.375% per annum is payable on the unborrowed balance of Term
A and the revolving credit facility. The weighted average interest rate for
outstanding debt on June 30, 1999 was 7.4%. Furthermore, we have entered into
interest rate protection agreements to reduce the impact of changes in interest
rates on our debt outstanding under our credit facilities. See "-- Interest Rate
Risk."
 
     We acquired Renaissance in April 1999. Renaissance has outstanding publicly
held debt comprised of 10% senior discount notes due 2008 with a $163.2 million
principal amount at maturity and an initial $100.0 million accreted value. The
Renaissance notes do not require the payment of interest until April 15, 2003.
From and after April 15, 2003, the Renaissance notes bear interest, payable
semi-annually in cash, on each April 15 and
 
                                       65

<PAGE>   68
 
October 15, commencing October 15, 2003. The Renaissance notes are due on April
15, 2008. Due to the change of control of Renaissance, an offer to purchase the
Renaissance notes was made at 101% of their accreted value, plus accrued and
unpaid interest on June 28, 1999. Of the $163.175 million face amount of
Renaissance notes outstanding, $48.762 million were repurchased. As of June 30,
1999, approximately $82.6 million carrying value of Renaissance notes were
outstanding.
 
     We acquired Helicon in July 1999. As of June 30, 1999, Helicon had
outstanding $115.0 million in principal amount of 11% senior secured notes due
2003. As a result of the acquisition, we will be required under the change of
control covenant contained in the indenture for these notes to make an offer to
purchase these notes at a price equal to 101% of their principal amount plus
accrued interest. We plan to use availability under our credit facilities to
repurchase the Helicon notes, which are currently callable.
 
     Following the Rifkin acquisition, we will likewise be required to make an
offer to repurchase outstanding publicly held notes issued by Rifkin due to a
change of control covenant contained in the indentures for these notes. As of
June 30, 1999, $125.0 million aggregate principal amount of the Rifkin notes
remains outstanding. We plan to use availability under our credit facilities to
repurchase the Rifkin notes.
 
     Our significant amount of debt may adversely affect our ability to obtain
financing in the future and react to changes in our business. Our debt requires
us to comply with various financial and operating covenants that could adversely
impact our ability to operate our business. See "Risk Factors -- Our
Business -- The agreements and instruments governing our debt contain
restrictions and limitations which could significantly impact our ability to
operate our business and repay the notes."
 
     For a more detailed description of our debt and the debt that we will
assume or refinance in connection with our pending acquisitions, see
"Description of Certain Indebtedness."
 
     The following table sets forth the sources and uses as of June 30, 1999, as
discussed above, giving effect to additional borrowings under our credit
facilities and additional equity contributions in connection with refinancing of
our previous credit facilities and funding our pending acquisitions as if such
transactions had occurred on that date. This presentation assumes that the
Helicon notes are called and that we are successful in purchasing all the Rifkin
notes in connection with our tender. This table also assumes that the Rifkin
sellers do not elect to receive preferred or common equity of Charter Holdings
or, if mutually agreed to by the parties, of a parent of Charter Holdings. This
assumption is based on the fact that the terms of the equity have not been
finalized and that seller participation has not been determined. Therefore, the
cash portion of the purchase price of Rifkin has not been reduced.
 
                                       66

<PAGE>   69
 

<TABLE>
<CAPTION>
            SOURCES:
            --------
<S>                               <C>
Proceeds from issuance of notes:
  8.250% notes..................  $  598
  8.625% notes..................   1,495
  9.920% notes..................     906
Borrowings under our credit
  facilities:
  Tranche A.....................   1,000
  Tranche B.....................   1,850
  Revolver......................     602
Renaissance debt................      84
Helicon preferred limited
  liability company interests...      25
Vulcan Cable III committed
  equity contribution...........   1,325
                                  ------
                                  $7,885
                                  ======
</TABLE>

 

<TABLE>
<CAPTION>
             USES:
             -----
(DOLLARS IN MILLIONS)
<S>                               <C>
Tender offers to retire:
  14.00% senior discount notes
     issued by Charter Southeast
     Holdings...................  $  141
  11.25% senior notes issued by
     Charter Southeast..........     141
  13.50% senior subordinated
     discount notes issued by
     Marcus Cable Operating
     Company....................     432
  14.25% senior discount notes
     used by Marcus Cable.......     291
Refinance previous credit
  facilities....................   2,521
Payments for pending
  acquisitions..................   4,234
Fees and expenses associated
  with issuance of notes........     125
                                  ------
                                  $7,885
                                  ======
</TABLE>

 
     Prior to our acquisition by Paul G. Allen, we have received minimal equity
contributions. In order to fund a portion of the pending acquisitions, Vulcan
Cable III contributed $500 million on August 10, 1999 to Charter Communications
Holding Company and has committed to contribute $825 million of additional
equity, which will be in the form of cash and certain equity interests to be
acquired in connection with the Rifkin acquisition, to Charter Communications
Holding Company. Charter Communications Holding Company has committed to
contribute this $1.325 billion to us.
 
CERTAIN TRENDS AND UNCERTAINTIES
 
     SUBSTANTIAL LEVERAGE.  As of June 30, 1999, pro forma for our pending
acquisitions and recent acquisitions completed since that date, our total debt
was approximately $6.7 billion, our total member's equity was approximately $4.5
billion, and the deficiency of our earnings available to cover fixed charges was
approximately $375 million. We anticipate incurring substantial additional debt
in the future to fund the expansion, maintenance and the upgrade of our systems.
 
     Our ability to make payments on our debt, including the notes, and to fund
our planned capital expenditures for upgrading our cable systems will depend on
our ability to generate cash and secure financing in the future. This, to a
certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. Based
upon the current levels of operations, we believe that cash flow from operations
and available cash, together with available borrowings under our credit
facilities, will be adequate to meet our liquidity and capital needs for at
least the next several years. However, there can be no assurance our business
will generate sufficient cash flow from operations, or that future borrowings
will be available to us under our credit facilities or from other sources of
financing in an amount sufficient to enable us to repay our debt, to grow our
business or to fund our other liquidity and capital needs.
 
                                       67

<PAGE>   70
 
     VARIABLE INTEREST RATES.  A significant portion of our debt bears interest
at variable rates that are linked to short-term interest rates. If interest
rates rise, our costs relative to those obligations would also rise.
 
     RESTRICTIVE COVENANTS.  Our credit facilities contain a number of
significant covenants that, among other things, restrict the ability of our
subsidiaries to:
 
     - pay dividends;
 
     - pledge assets;
 
     - dispose of assets or merge;
 
     - incur additional debt;
 
     - issue equity;
 
     - repurchase or redeem equity interests and debt;
 
     - create liens; and
 
     - make certain investments or acquisitions.
 
     In addition, each of our credit facilities requires the particular borrower
to maintain cash specified financial ratios and meet financial tests. The
ability to comply with these provisions may be affected by events beyond our
control. The breach of any of these covenants will result in a default under the
applicable debt agreement or instrument, which could permit acceleration of the
debt. Any default under our credit facilities or our indentures may adversely
affect our growth, our financial condition and our results of operations.
 
     IMPORTANCE OF GROWTH STRATEGY AND RELATED RISKS.  We expect that a
substantial portion of any of our future growth will be achieved through
revenues from additional services and the acquisition of additional cable
systems. We cannot assure you that we will be able to offer new services
successfully to our customers or that those new services will generate revenues.
In addition, the acquisition of additional cable systems may not have a positive
net impact on our operating results. Acquisitions involve a number of special
risks, including diversion of management's attention, failure to retain key
acquired personnel, risks associated with unanticipated events or liabilities
and difficulties in assimilation of the operations of the acquired companies,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition. If we are unable to grow our cash
flow sufficiently, we may be unable to fulfill our obligations or obtain
alternative financing.
 
     MANAGEMENT OF GROWTH.  As a result of the acquisition of us by Paul G.
Allen, our merger with Marcus Holdings and our recent and pending acquisitions,
we have experienced and will continue to experience rapid growth that has placed
and is expected to continue to place a significant strain on our management,
operations and other resources. Our future success will depend in part on our
ability to successfully integrate the operations acquired and to be acquired and
to attract and retain qualified personnel. Historically, acquired entities have
had minimal employee benefit related cost and all benefit plans have been
terminated with acquired employees transferring to our 401(k) plan. No
significant severance cost is expected in conjunction with the recent and
pending acquisitions. The failure to retain or obtain needed personnel or to
implement management, operating or financial systems necessary to successfully
integrate acquired operations or otherwise manage growth when and as needed
could have a material adverse effect on our business, results of operations and
financial condition.
 
                                       68

<PAGE>   71
 
     In connection with our pending acquisitions, we have formed
multi-disciplinary teams to formulate plans for establishing customer service
centers, identifying property, plant and equipment requirements and possible
reduction of headends. Headends are the control centers of a cable television
system, where incoming signals are amplified, converted, processed and combined
for transmission to customer. These teams also determine market position and how
to attract "talented" personnel. Our goals include rapid transition in achieving
performance objectives and implementing "best practice" procedures.
 
     REGULATION AND LEGISLATION.  Cable systems are extensively regulated at the
federal, state, and local level. These regulations have increased the
administrative and operational expenses of cable television systems and affected
the development of cable competition. Rate regulation of cable systems has been
in place since passage of the Cable Television Consumer Protection and
Competition Act of 1992, although the scope of this regulation recently was
sharply contracted. Since March 31, 1999, rate regulation exists only with
respect to the lowest level of basic cable service and associated equipment.
Basic cable service is the service that cable customers receive for a threshold
fee. This service usually includes local television stations, some distant
signals and perhaps one or more non-broadcast services. This change affords
cable operators much greater pricing flexibility, although Congress could
revisit this issue if confronted with substantial rate increases.
 
     Cable operators also face significant regulation of their channel capacity.
They currently can be required to devote substantial capacity to the carriage of
programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access users, and
unaffiliated commercial leased access programmers. This carriage burden could
increase in the future, particularly if the Federal Communications Commission
were to require cable systems to carry both the analog and digital versions of
local broadcast signals or if it were to allow unaffiliated internet service
providers seeking direct cable access to invoke commercial leased access rights
originally devised for video programmers. The Federal Communications Commission
is currently conducting proceedings in which it is considering both of these
channel usage possibilities.
 
     There is also uncertainty whether local franchising authorities, the
Federal Communications Commission, or the U.S. Congress will impose obligations
on cable operators to provide unaffiliated Internet service providers with
access to cable plant on non-discriminatory terms. If they were to do so, and
the obligations were found to be lawful, it could complicate our operations in
general, and our Internet operations in particular, from a technical and
marketing standpoint. These access obligations could adversely impact our
profitability and discourage system upgrades and the introduction of new
products and services.
 
INTEREST RATE RISK
 
     The use of interest rate risk management instruments, such as interest rate
exchange agreements, interest rate cap agreements and interest rate collar
agreements, is required under the terms of our credit facilities. Our policy is
to manage interest costs using a mix of fixed and variable rate debt. Using
interest rate swap agreements, we agree to exchange, at specified intervals, the
difference between fixed and variable interest amounts calculated by reference
to an agreed-upon notional principal amount. Interest rate cap agreements are
used to lock in a maximum interest rate should variable rates rise, but enable
us to otherwise pay lower market rates. Collars limit our exposure to and
benefits from interest rate fluctuations on variable rate debt to within a
certain range of rates.
 
                                       69

<PAGE>   72
 
     The table set forth below summarizes the fair values and contract terms of
financial instruments subject to interest rate risk maintained by us as of
December 31, 1998 (dollars in thousands):
 

<TABLE>
<CAPTION>
                                          EXPECTED MATURITY DATE                                            FAIR VALUE AT
                           ----------------------------------------------------                             DECEMBER 31,
                             1999       2000       2001       2002       2003     THEREAFTER     TOTAL          1998
                           --------   --------   --------   --------   --------   ----------   ----------   -------------
<S>                        <C>        <C>        <C>        <C>        <C>        <C>          <C>          <C>
DEBT
Fixed Rate...............        --         --         --         --         --   $  271,799   $  271,799    $  271,799
 Average Interest Rate...        --         --         --         --         --         13.5%        13.5%
Variable Rate............  $ 10,450   $ 21,495   $ 42,700   $113,588   $157,250   $1,381,038   $1,726,521    $1,726,521
 Average Interest Rate...       6.0%       6.1%       6.3%       6.5%       7.2%         7.6%         7.2%
INTEREST RATE INSTRUMENTS
Variable to Fixed
 Swaps...................  $130,000   $255,000   $180,000   $320,000   $370,000   $  250,000   $1,505,000    $ (28,977)
 Average Pay Rate........       4.9%       6.0%       5.8%       5.5%       5.6%         5.6%         5.6%
 Average Receive Rate....       5.0%       5.0%       5.2%       5.2%       5.4%         5.4%         5.2%
Caps.....................  $ 15,000         --         --         --         --           --   $   15,000            --
 Average Cap Rate........       8.5%        --         --         --         --           --          8.5%
Collar...................        --   $195,000   $ 85,000   $ 30,000         --           --   $  310,000    $  (4,174)
 Average Cap Rate........        --        7.0%       6.5%       6.5%        --           --          6.8%
 Average Floor Rate......        --        5.0%       5.1%       5.2%        --           --          5.0%
</TABLE>

 
     The notional amounts of interest rate instruments, as presented in the
above table, are used to measure interest to be paid or received and do not
represent the amount of exposure to credit loss. The estimated fair value
approximates the proceeds (costs) to settle the outstanding contracts. Interest
rates on variable debt are estimated using the average implied forward LIBOR
rates for the year of maturity based on the yield curve in effect at December
31, 1998. While swaps, caps and collars represent an integral part of our
interest rate risk management program, their incremental effect on interest
expense for the years ended December 31, 1998, 1997, and 1996 was not
significant.
 
     In March 1999, substantially all existing long-term debt, excluding
borrowings of our previous credit facilities, was extinguished, and all previous
credit facilities were refinanced with the credit facilities. The following
table sets forth the fair values and contract terms of the long-term debt
maintained by us as of June 30, 1999 (dollars in thousands):
 

<TABLE>
<CAPTION>
                                          EXPECTED MATURITY DATE                                           FAIR VALUE AT
                            --------------------------------------------------                               JUNE 30,
                              1999       2000       2001      2002      2003     THEREAFTER     TOTAL          1999
                            --------   --------   --------   -------   -------   ----------   ----------   -------------
<S>                         <C>        <C>        <C>        <C>       <C>       <C>          <C>          <C>
DEBT
Fixed Rate................        --         --         --        --        --   $3,109,310   $3,109,310   $  3,010,000
 Average Interest Rate....        --         --         --        --        --          9.0%         9.0%
Variable Rate.............        --         --         --   $25,313   $39,375   $1,960,312   $2,025,000   $  2,025,000
 Average Interest Rate....        --         --         --       6.5%      6.5%         6.8%         6.8%
</TABLE>

 
     Interest rates on variable debt are estimated using the average implied
forward LIBOR rates for the year of maturity based on the yield curve in effect
at June 30, 1999.
 
YEAR 2000 ISSUES
 
     GENERAL.  Many existing computer systems and applications, and other
control devices and embedded computer chips use only two digits, rather than
four, to identify a year in the date field, failing to consider the impact of
the upcoming change in the century. Computer chips are the physical structure
upon which integrated circuits are fabricated as components of systems, such as
telephone systems, computers and memory systems. As a result, such systems,
applications, devices, and chips could create erroneous results or might fail
altogether unless corrected to properly interpret data related to the year 2000
 
                                       70

<PAGE>   73
 
and beyond. These errors and failures may result, not only from a date
recognition problem in the particular part of a system failing, but may also
result as systems, applications, devices and chips receive erroneous or improper
data from third-parties suffering from the year 2000 problem. In addition, two
interacting systems, applications, devices or chips, each of which has
individually been fixed so that it will properly handle the year 2000 problem,
could nonetheless result in a failure because their method of dealing with the
problem is not compatible.
 
     These problems are expected to increase in frequency and severity as the
year 2000 approaches. This issue impacts our owned or licensed computer systems
and equipment used in connection with internal operations, including:
 
     - information processing and financial reporting systems;
 
     - customer billing systems;
 
     - customer service systems;
 
     - telecommunication transmission and reception systems; and
 
     - facility systems.
 
     THIRD PARTIES.  We also rely directly and indirectly, in the regular course
of business, on the proper operation and compatibility of third party systems.
The year 2000 problem could cause these systems to fail, err, or become
incompatible with our systems.
 
     If we or a significant third party on which we rely fails to become year
2000 ready, or if the year 2000 problem causes our systems to become internally
incompatible or incompatible with such third party systems, our business could
suffer from material disruptions, including the inability to process
transactions, send invoices, accept customer orders or provide customers with
our cable services. We could also face similar disruptions if the year 2000
problem causes general widespread problems or an economic crisis. We cannot now
estimate the extent of these potential disruptions.
 
     STATE OF READINESS.  We are addressing the Year 2000 problem with respect
to our internal operations in three stages:
 
     (1) conducting an inventory and evaluation of our systems, components, and
         other significant infrastructure to identify those elements that
         reasonably could be expected to be affected by the year 2000 problems.
         This initiative has been completed;
 
     (2) remediating or replacing equipment that will fail to operate properly
         in the year 2000. We plan to be finished with the remediation by
         September 1999; and
 
     (3) testing of the remediation and replacement conducted in stage two. We
         plan to complete all testing by September 1999.
 
     Much of our assessment efforts in stage one have involved, and depend on,
inquiries to third party service providers, who are the suppliers and vendors of
various parts or components of our systems. Certain of these third parties that
have certified the readiness of their products will not certify their
interoperability within our fully integrated systems. We cannot assure you that
these technologies of third parties, on which we rely, will be year 2000 ready
or timely converted into year 2000 compliant systems compatible with our
systems. Moreover, because a full test of our systems, on an integrated basis,
would require a complete shut down of our operations, it is not practicable to
conduct such testing. However, we are utilizing a third party, in cooperation
with other cable operators, to test a
 
                                       71

<PAGE>   74
 
"mock-up" of our major billing and plant components, including pay-per-view
systems, as an integrated system. We are utilizing another third party to also
conduct comprehensive testing on our advertising related scheduling and billing
systems. In addition, we are evaluating the potential impact of third party
failure and integration failure on our systems.
 
     RISKS AND REASONABLY LIKELY WORST CASE SCENARIOS.  The failure to correct a
material year 2000 problem could result in system failures leading to a
disruption in, or failure of certain normal business activities or operations.
Such failures could materially and adversely affect our results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the year 2000 problem, resulting in part from the uncertainty of the year 2000
readiness of third-party suppliers and customers, we are unable to determine at
this time whether the consequences of year 2000 failures will have a material
impact on our results of operations, liquidity or financial condition. The year
2000 taskforce is expected to significantly reduce our level of uncertainty
about the year 2000 problem and, in particular, about the year 2000 compliance
and readiness of our material vendors.
 
     We are in the process of acquiring certain cable televisions systems, and
have negotiated certain contractual rights in the acquisition agreements
relating to the year 2000. We have included the acquired cable television
systems in our year 2000 taskforce's plan. We are monitoring the remediation
process for systems we are acquiring to ensure completion of remediation before
or as we acquire these systems. We have found that these companies are following
a three stage process similar to that outlined above and are on a similar time
line. We are not currently aware of any likely material system failures relating
to the year 2000 affecting the acquired systems.
 
     CONTINGENCY AND BUSINESS CONTINUATION PLAN.  The year 2000 plan calls for
suitable contingency planning for our at-risk business functions. We normally
make contingency plans in order to avoid interrupted service providing video,
voice and data products to our customers. The normal contingency planning is
being reviewed and will be revised by August 1999, where appropriate, to
specifically address year 2000 exposure with respect to service to customers.
 
     COST.  We have incurred $5.6 million in costs to date directly related to
addressing the year 2000 problem. We have redeployed internal resources and have
selectively engaged outside vendors to meet the goals of our year 2000 program.
We currently estimate the total cost of our year 2000 remediation programs,
including recent acquisitions closed as of June 30, 1999, to be approximately
$7.5 million. Although we will continue to make substantial capital expenditures
in the ordinary course of meeting our telecommunications system upgrade goals
through the year 2000, we will not specifically accelerate those expenditures to
facilitate year 2000 readiness, and accordingly those expenditures are not
included in the above estimate.
 
OPTIONS
 
     In accordance with an employment agreement between Charter Investment and
Jerald L. Kent, the President and Chief Executive Officer of Charter Investment,
and a related option agreement between Charter Communications Holding Company
and Mr. Kent, an option to purchase 3% of the equity value of Charter
Communications Holding Company, or 7,044,127 membership interests, was issued to
Mr. Kent. The option vests over a four year period from the date of grant and
expires ten years from the date of grant.
 
                                       72

<PAGE>   75
 
     In February 1999, Charter Holdings adopted an option plan, which was
assumed by Charter Communications Holding Company in May 1999, providing for the
grant of options to purchase up to 10% of the aggregate equity value of the
subsidiaries of Charter Communications Holding Company as of February 1999. The
option plan provides for grants of options to employees and consultants of
Charter Communications Holding Company and its affiliates and consultants who
provide services to Charter Communications Holding Company. Options granted will
be fully vested after five years from the date of grant. Options not exercised
accumulate and are exercisable, in whole or in part, in any subsequent period,
but not later than ten years from the date of grant.
 

<TABLE>
<CAPTION>
                                                                                        OPTIONS
                                             OPTIONS OUTSTANDING                      EXERCISABLE
                          ---------------------------------------------------------   -----------
                          NUMBER OF    EXERCISE      TOTAL       REMAINING CONTRACT    NUMBER OF
                           OPTIONS      PRICE       DOLLARS       LIFE (IN YEARS)       OPTIONS
                          ----------   --------   ------------   ------------------   -----------
<S>                       <C>          <C>        <C>            <C>                  <C>
Outstanding as of
  January 1, 1999(1)....   7,044,127    $20.00    $140,882,540          9.4            1,761,032
Granted:
  February 9, 1999(2)...   9,050,881     20.00     181,017,620          9.5                   --
  April 5, 1999(2)......     443,200     20.73       9,187,536          9.7                   --
                          ----------    ------    ------------          ---            ---------
Outstanding as of
  June 30, 1999.........  16,538,208    $20.02    $331,087,696          9.5            1,761,032
                          ==========    ======    ============          ===            =========
</TABLE>

 
---------------
(1) Granted to Jerald L. Kent pursuant to his employment agreement and related
    option agreement.
 
(2) Granted pursuant to the option plan.
 
     We follow Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" to account for the option plans. Stock option compensation
expense is recorded in the financial statements since the exercise prices are
less than the estimated fair values of the underlying membership interests on
the date of grant. Compensation expense is accrued over the vesting period of
each grant that varies from four to five years.
 
ACCOUNTING STANDARD NOT YET IMPLEMENTED
 
     In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments embedded in
other contracts, be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
137 "Accounting for Derivative Instruments and Hedging Activities -- Deferral of
the Effective Date of FASB Statement No. 133 -- An Amendment of FASB No. 133"
has delayed the effective date of SFAS No. 133 to fiscal years beginning after
June 15, 2000. We have not yet quantified the impacts of adopting SFAS No. 133
on our consolidated financial statements nor have we determined the timing or
method of our adoption of SFAS No. 133. However, SFAS No. 133 could increase
volatility in earnings (loss).
 
                                       73

<PAGE>   76
 
                               THE EXCHANGE OFFER
 
TERMS OF THE EXCHANGE OFFER
 
GENERAL
 
     We sold the original notes on March 17, 1999 in a transaction exempt from
the registration requirements of the Securities Act of 1933. The initial
purchasers of the notes subsequently resold the original notes to qualified
institutional buyers in reliance on Rule 144A and under Regulation S under the
Securities Act of 1933.
 
     In connection with the sale of original notes to the initial purchasers
pursuant to the Purchase Agreement, dated March 12, 1999, among us and Goldman,
Sachs & Co., Chase Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Bear, Stearns & Co. Inc., NationsBanc Montgomery Securities LLC,
Salomon Smith Barney Inc., Credit Lyonnais Securities (USA), Inc., First Union
Capital Markets Corp., Prudential Securities Incorporated, TD Securities (USA)
Inc., CIBC Oppenheimer Corp. and Nesbitt Burns Securities Inc., the holders of
the original notes became entitled to the benefits of the exchange and
registration rights agreements dated March 17, 1999, among us and the initial
purchasers.
 
     Under the registration rights agreements, the issuers became obligated to
file a registration statement in connection with an exchange offer within 90
days after March 17, 1999 and cause the exchange offer registration statement to
become effective within 150 days after March 17, 1999. The exchange offer being
made by this prospectus, if consummated within the required time periods, will
satisfy our obligations under the registration rights agreements. This
prospectus, together with the letter of transmittal, is being sent to all
beneficial holders known to the issuers.
 
     Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, the issuers will accept all
original notes properly tendered and not withdrawn prior to the expiration date.
The issuers will issue $1,000 principal amount of new notes in exchange for each
$1,000 principal amount of outstanding original notes accepted in the exchange
offer. Holders may tender some or all of their original notes pursuant to the
exchange offer.
 
     Based on no-action letters issued by the staff of the Securities and
Exchange Commission to third parties we believe that holders of the new notes
issued in exchange for original notes may offer for resale, resell and otherwise
transfer the new notes, other than any holder that is an affiliate of ours
within the meaning of Rule 405 under the Securities Act, without compliance with
the registration and prospectus delivery provisions of the Securities Act. This
is true as long as the new notes are acquired in the ordinary course of the
holder's business, the holder has no arrangement or understanding with any
person to participate in the distribution of the new notes and neither the
holder nor any other person is engaging in or intends to engage in a
distribution of the new notes. A broker-dealer that acquired original notes
directly from the issuers cannot exchange the original notes in the exchange
offer. Any holder who tenders in the exchange offer for the purpose of
participating in a distribution of the new notes cannot rely on the no-action
letters of the staff of the Securities and Exchange Commission and must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction.
 
     Each broker-dealer that receives new notes for its own account in exchange
for original notes, where original notes were acquired by such broker-dealer as
a result of
 
                                       74

<PAGE>   77
 
market-making or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such new notes. See "Plan of
Distribution" for additional information.
 
     We shall be deemed to have accepted validly tendered original notes when,
as and if we have given oral or written notice of the acceptance of such notes
to the exchange agent. The exchange agent will act as agent for the tendering
holders of original notes for the purposes of receiving the new notes from the
issuers and delivering new notes to such holders.
 
     If any tendered original notes are not accepted for exchange because of an
invalid tender or the occurrence of the conditions set forth under
"-- Conditions" without waiver by us, certificates for any such unaccepted
original notes will be returned, without expense, to the tendering holder of any
such original notes as promptly as practicable after the expiration date.
 
     Holders of original notes who tender in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
original notes, pursuant to the exchange offer. We will pay all charges and
expenses, other than certain applicable taxes in connection with the exchange
offer. See "-- Fees and Expenses."
 
SHELF REGISTRATION STATEMENT
 
     Pursuant to the registration rights agreements, if the exchange offer is
not completed prior to the date on which the earliest of any of the following
events occurs:
 
          (a) applicable interpretations of the staff of the Securities and
     Exchange Commission do not permit us to effect the exchange offer,
 
          (b) any holder of notes notifies us that either:
 
             (1) such holder is not eligible to participate in the exchange
        offer, or
 
             (2) such holder participates in the exchange offer and does not
        receive freely transferable new notes in exchange for tendered original
        notes, or
 
          (c) the exchange offer is not completed within 180 days after March
     17, 1999,
 
we will, at our cost:
 
     - file a shelf registration statement covering resales of the original
       notes,
 
     - use our reasonable best efforts to cause the shelf registration statement
       to be declared effective under the Securities Act at the earliest
       possible time, but no later than 90 days after the time such obligation
       to file arises, and
 
     - use our reasonable best efforts to keep effective the shelf registration
       statement until the earlier of two years after the date as of which the
       Securities and Exchange Commission declares such shelf registration
       statement effective or the shelf registration otherwise becomes
       effective, or the time when all of the applicable original notes are no
       longer outstanding.
 
     If any of the events described occurs, we will refuse to accept any
original notes and will return all tendered original notes.
 
     We will, if and when we file the shelf registration statement, provide to
each holder of the original notes copies of the prospectus which is a part of
the shelf registration
 
                                       75

<PAGE>   78
 
statement, notify each holder when the shelf registration statement has become
effective and take other actions as are required to permit unrestricted resales
of the original notes. A holder that sells original notes pursuant to the shelf
registration statement generally must be named as a selling security-holder in
the related prospectus and must deliver a prospectus to purchasers, a seller
will be subject to civil liability provisions under the Securities Act in
connection with these sales. A seller of the original notes also will be bound
by applicable provisions of the registration rights agreements, including
indemnification obligations. In addition, each holder of original notes must
deliver information to be used in connection with the shelf registration
statement and provide comments on the shelf registration statement in order to
have its original notes included in the shelf registration statement and benefit
from the provisions regarding any liquidated damages in the registration rights
agreement.
 
INCREASE IN INTEREST RATE
 
     If we are required to file the shelf registration statement and either
 
     (1) the shelf registration statement has not become effective or been
         declared effective on or before the 90th calendar day following the
         date such obligation to file arises, or
 
     (2) the shelf registration statement has been declared effective and such
         shelf registration statement ceases to be effective, except as
         specifically permitted in the registration rights agreements, without
         being succeeded promptly by an additional registration statement filed
         and declared effective,
 
the interest rate borne by the original notes will be increased by 0.25% per
annum following such default, determined daily, from the date of such default
until the date it is cured, and by an additional 0.25% per annum for each
subsequent 90-day period. However, in no event will the interest rate borne by
the original notes be increased by an aggregate of more than 1.0% per annum.
 
     The sole remedy available to the holders of the original notes will be the
immediate increase in the interest rate on the original notes as described
above. Any amounts of additional interest due as described above will be payable
in cash on the same interest payments dates as the original notes.
 
EXPIRATION DATE; EXTENSIONS; AMENDMENT
 
     We will keep the exchange offer open for not less than 30 days, or longer
if required by applicable law, after the date on which notice of the exchange
offer is mailed to the holders of the old notes. The term "expiration date"
means the expiration date set forth on the cover page of this prospectus, unless
we extend the exchange offer, in which case the term "expiration date" means the
latest date to which the exchange offer is extended.
 
     In order to extend the expiration date, we will notify the exchange agent
of any extension by oral or written notice and will issue a public announcement
of the extension, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date.
 
     We reserve the right
 
          (a) to delay accepting any original notes, to extend the exchange
     offer or to terminate the exchange offer and not accept original notes not
     previously accepted if any of the conditions set forth under
     "-- Conditions" shall have occurred and shall
 
                                       76

<PAGE>   79
 
     not have been waived by us, if permitted to be waived by us, by giving oral
     or written notice of such delay, extension or termination to the exchange
     agent, or
 
          (b) to amend the terms of the exchange offer in any manner deemed by
     us to be advantageous to the holders of the original notes.
 
     Any delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice. If the exchange
offer is amended in a manner determined by us to constitute a material change,
we promptly will disclose such amendment in a manner reasonably calculated to
inform the holders of the original notes of such amendment. Depending upon the
significance of the amendment, we may extend the exchange offer if it otherwise
would expire during such extension period.
 
     Without limiting the manner in which we may choose to make a public
announcement of any extension, amendment or termination of the exchange offer,
we will not be obligated to publish, advertise, or otherwise communicate any
such announcement, other than by making a timely release to an appropriate news
agency.
 
PROCEDURES FOR TENDERING
 
     To tender in the exchange offer, a holder must complete, sign and date the
letter of transmittal, or a facsimile of the letter of transmittal, have the
signatures on the letter of transmittal guaranteed if required by instruction 2
of the letter of transmittal, and mail or otherwise deliver such letter of
transmittal or such facsimile or an agent's message in connection with a book
entry transfer, together with the original notes and any other required
documents. To be validly tendered, such documents must reach the exchange agent
before 9:00 a.m., New York City time, on the expiration date. Delivery of the
original notes may be made by book-entry transfer in accordance with the
procedures described below. Confirmation of such book-entry transfer must be
received by the exchange agent prior to the expiration date.
 
     The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent, forming a part of a
confirmation of a book-entry transfer, which states that such book-entry
transfer facility has received an express acknowledgment from the participant in
such book-entry transfer facility tendering the original notes that such
participant has received and agrees to be bound by the terms of the letter of
transmittal and that we may enforce such agreement against such participant.
 
     The tender by a holder of original notes will constitute an agreement
between such holder and us in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal.
 
     Delivery of all documents must be made to the exchange agent at its address
set forth below. Holders may also request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect such tender for such
holders.
 
     THE METHOD OF DELIVERY OF ORIGINAL NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE 9:00 A.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR ORIGINAL
NOTES SHOULD BE SENT TO US.
 
     Only a holder of original notes may tender original notes in the exchange
offer. The term "holder" with respect to the exchange offer means any person in
whose name original
                                       77

<PAGE>   80
 
notes are registered on our books or any other person who has obtained a
properly completed bond power from the registered holder.
 
     Any beneficial holder whose original notes are registered in the name of
its broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender should contact such registered holder promptly and instruct
such registered holder to tender on its behalf. If such beneficial holder wishes
to tender on its own behalf, such registered holder must, prior to completing
and executing the letter of transmittal and delivering its original notes,
either make appropriate arrangements to register ownership of the original notes
in such holder's name or obtain a properly completed bond power from the
registered holder. The transfer of record ownership may take considerable time.
 
     Signatures on a letter of transmittal or a notice of withdrawal, must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States referred to
as an "eligible institution", unless the original notes are tendered
 
     (a) by a registered holder who has not completed the box entitled "Special
         Issuance Instructions" or "Special Delivery Instructions" on the letter
         of transmittal or
 
     (b) for the account of an eligible institution. In the event that
         signatures on a letter of transmittal or a notice of withdrawal, are
         required to be guaranteed, such guarantee must be by an eligible
         institution.
 
     If the letter of transmittal is signed by a person other than the
registered holder of any original notes listed therein, such original notes must
be endorsed or accompanied by appropriate bond powers and a proxy which
authorizes such person to tender the original notes on behalf of the registered
holder, in each case signed as the name of the registered holder or holders
appears on the original notes.
 
     If the letter of transmittal or any original notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by us,
evidence satisfactory to us of their authority so to act must be submitted with
the letter of transmittal.
 
     All questions as to the validity, form, eligibility, including time of
receipt, and withdrawal of the tendered original notes will be determined by us
in our sole discretion, which determination will be final and binding. We
reserve the absolute right to reject any and all original notes not properly
tendered or any original notes our acceptance of which, in the opinion of
counsel for us, would be unlawful. We also reserve the right to waive any
irregularities or conditions of tender as to particular original notes. Our
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of original notes must be cured within such time as we shall determine. None of
us, the exchange agent or any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of original
notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of original notes will not be deemed to have been made
until such irregularities have been cured or waived. Any original notes received
by the exchange agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned without cost to
such holder by the exchange agent to the tendering holders of original notes,
unless otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.
 
                                       78

<PAGE>   81
 
     In addition, we reserve the right in our sole discretion to
 
     (a) purchase or make offers for any original notes that remain outstanding
         subsequent to the expiration date or, as set forth under
         "-- Conditions," to terminate the exchange offer in accordance with the
         terms of the registration rights agreements and
 
     (b) to the extent permitted by applicable law, purchase original notes in
         the open market, in privately negotiated transactions or otherwise. The
         terms of any such purchases or offers may differ from the terms of the
         exchange offer.
 
     By tendering, each holder will represent to us that, among other things,
 
     (a) the new notes acquired pursuant to the exchange offer are being
         obtained in the ordinary course of business of such holder or other
         person,
 
     (b) neither such holder nor such other person is engaged in or intends to
         engage in a distribution of the new notes,
 
     (c) neither such holder or other person has any arrangement or
         understanding with any person to participate in the distribution of
         such new notes, and
 
     (d) such holder or other person is not our "affiliate," as defined under
         Rule 405 of the Securities Act, or, if such holder or other person is
         such an affiliate, will comply with the registration and prospectus
         delivery requirements of the Securities Act to the extent applicable.
 
     We understand that the exchange agent will make a request promptly after
the date of this prospectus to establish accounts with respect to the original
notes at the Depository Trust Company for the purpose of facilitating the
exchange offer, and subject to the establishment of such accounts, any financial
institution that is a participant in the Depository Trust Company's system may
make book-entry delivery of original notes by causing the Depository Trust
Company to transfer such original notes into the exchange agent's account with
respect to the original notes in accordance with the Depository Trust Company's
procedures for such transfer. Although delivery of the original notes may be
effected through book-entry transfer into the exchange agent's account at the
Depository Trust Company, an appropriate letter of transmittal properly
completed and duly executed with any required signature guarantee, or an agent's
message in lieu of the letter of transmittal, and all other required documents
must in each case be transmitted to and received or confirmed by the exchange
agent at its address set forth below on or prior to the expiration date, or, if
the guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures. Delivery of documents to Depository
Trust Company does not constitute delivery to the exchange agent.
 
GUARANTEED DELIVERY PROCEDURES
 
     Holders who wish to tender their original notes and
 
          (a) whose original notes are not immediately available or
 
          (b) who cannot deliver their original notes, the letter of transmittal
     or any other required documents to the exchange agent prior to the
     expiration date, may effect a tender if:
 
             (1) the tender is made through an eligible institution;
 
             (2) prior to the expiration date, the exchange agent receives from
        such eligible institution a properly completed and duly executed Notice
        of Guaranteed
 
                                       79

<PAGE>   82
 
        Delivery, by facsimile transmission, mail or hand delivery, setting
        forth the name and address of the holder of the original notes, the
        certificate number or numbers of such original notes and the principal
        amount of original notes tendered, stating that the tender is being made
        thereby, and guaranteeing that, within three business days after the
        expiration date, the letter of transmittal, or facsimile thereof or
        agent's message in lieu of the letter of transmittal, together with the
        certificate(s) representing the original notes to be tendered in proper
        form for transfer and any other documents required by the letter of
        transmittal will be deposited by the eligible institution with the
        exchange agent; and
 
             (3) such properly completed and executed letter of transmittal (or
        facsimile thereof) together with the certificate(s) representing all
        tendered original notes in proper form for transfer and all other
        documents required by the letter of transmittal are received by the
        exchange agent within three business days after the expiration date.
 
WITHDRAWAL OF TENDERS
 
     Except as otherwise provided in this prospectus, tenders of original notes
may be withdrawn at any time prior to 9:00 a.m., New York City time, on the
expiration date. However, where the expiration date has been extended, tenders
of original notes previously accepted for exchange as of the original expiration
date may not be withdrawn.
 
     To withdraw a tender of original notes in the exchange offer, a written or
facsimile transmission notice of withdrawal must be received by the exchange
agent at its address set forth in this prospectus prior to 9:00 a.m., New York
City time, on the expiration date. Any such notice of withdrawal must:
 
          (a) specify the name of the depositor, who is the person having
     deposited the original notes to be withdrawn,
 
          (b) identify the original notes to be withdrawn, including the
     certificate number or numbers and principal amount of such original notes
     or, in the case of original notes transferred by book-entry transfer, the
     name and number of the account at Depository Trust Company to be credited,
 
          (c) be signed by the depositor in the same manner as the original
     signature on the letter of transmittal by which such original notes were
     tendered, including any required signature guarantees, or be accompanied by
     documents of transfer sufficient to have the trustee with respect to the
     original notes register the transfer of such original notes into the name
     of the depositor withdrawing the tender and
 
          (d) specify the name in which any such original notes are to be
     registered, if different from that of the depositor. All questions as to
     the validity, form and eligibility, including time of receipt, of such
     withdrawal notices will be determined by us, and our determination shall be
     final and binding on all parties. Any original notes so withdrawn will be
     deemed not to have been validly tendered for purposes of the exchange offer
     and no new notes will be issued with respect to the original notes
     withdrawn unless the original notes so withdrawn are validly retendered.
     Any original notes which have been tendered but which are not accepted for
     exchange will be returned to its holder without cost to such holder as soon
     as practicable after withdrawal, rejection of tender or termination of the
     exchange offer. Properly withdrawn original notes may be retendered by
     following one of the procedures
 
                                       80

<PAGE>   83
 
     described above under "-- Procedures for Tendering" at any time prior to
     the expiration date.
 
CONDITIONS
 
     Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange, any new notes for any original
notes, and may terminate or amend the exchange offer before the expiration date,
if the exchange offer violates any applicable law or interpretation by the staff
of the Securities and Exchange Commission.
 
     If we determine in our reasonable discretion that the foregoing condition
exists, we may
 
          (1) refuse to accept any original notes and return all tendered
     original notes to the tendering holders,
 
          (2) extend the exchange offer and retain all original notes tendered
     prior to the expiration of the exchange offer, subject, however, to the
     rights of holders who tendered such original notes to withdraw their
     tendered original notes, or
 
          (3) waive such condition, if permissible, with respect to the exchange
     offer and accept all properly tendered original notes which have not been
     withdrawn. If such waiver constitutes a material change to the exchange
     offer, we will promptly disclose such waiver by means of a prospectus
     supplement that will be distributed to the holders, and we will extend the
     exchange offer as required by applicable law.
 
EXCHANGE AGENT
 
     Harris Trust and Savings Bank has been appointed as exchange agent for the
exchange offer. Questions and requests for assistance and requests for
additional copies of this prospectus or of the letter of transmittal should be
directed to Harris Trust and Savings Bank addressed as follows:
 
                         For Information by Telephone:
                                 (212) 701-7637
 
                     By Hand or Overnight Delivery Service:
                         Harris Trust and Savings Bank
                      c/o Harris Trust Company of New York
                               Wall Street Plaza
                                 88 Pine Street
                                   19th Floor
                            New York, New York 10005
                   Attention: Reorganization Trust Department
 
                           By Facsimile Transmission:
                                 (212) 701-7637
                            (Telephone Confirmation)
                                 (212) 701-7624
 
     Harris Trust and Savings Bank is an affiliate of the trustee under the
indentures governing the notes.
 
                                       81

<PAGE>   84
 
FEES AND EXPENSES
 
     We have agreed to bear the expenses of the exchange offer pursuant to the
exchange and registration rights agreements. We have not retained any
dealer-manager in connection with the exchange offer and will not make any
payments to brokers, dealers or others soliciting acceptances of the exchange
offer. We, however, will pay the exchange agent reasonable and customary fees
for its services and will reimburse it for its reasonable out-of-pocket expenses
in connection with providing the services.
 
     The cash expenses to be incurred in connection with the exchange offer will
be paid by us. Such expenses include fees and expenses of Harris Trust and
Savings Bank as exchange agent, accounting and legal fees and printing costs,
among others.
 
ACCOUNTING TREATMENT
 
     The new notes will be recorded at the same carrying value as the original
notes as reflected in our accounting records on the date of exchange.
Accordingly, no gain or loss for accounting purposes will be recognized by us.
The expenses of the exchange offer and the unamortized expenses related to the
issuance of the original notes will be amortized over the term of the notes.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
 
     Holders of original notes who are eligible to participate in the exchange
offer but who do not tender their original notes will not have any further
registration rights, and their original notes will continue to be subject to
restrictions on transfer. Accordingly, such original notes may be resold only
 
     - to us, upon redemption of these notes or otherwise,
 
     - so long as the original notes are eligible for resale pursuant to Rule
       144A under the Securities Act, to a person inside the United States whom
       the seller reasonably believes is a qualified institutional buyer within
       the meaning of Rule 144A in a transaction meeting the requirements of
       Rule 144A,
 
     - in accordance with Rule 144 under the Securities Act, or under another
       exemption from the registration requirements of the Securities Act, and
       based upon an opinion of counsel reasonably acceptable to us,
 
     - outside the United States to a foreign person in a transaction meeting
       the requirements of Rule 904 under the Securities Act, or
 
     - under an effective registration statement under the Securities Act,
 
in each case in accordance with any applicable securities laws of any state of
the United States.
 
REGULATORY APPROVALS
 
     We do not believe that the receipt of any material federal or state
regulatory approval will be necessary in connection with the exchange offer,
other than the effectiveness of the exchange offer registration statement under
the Securities Act.
 
OTHER
 
     Participation in the exchange offer is voluntary and holders of original
notes should carefully consider whether to accept the terms and condition of
this exchange offer. Holders of the original notes are urged to consult their
financial and tax advisors in making their own decisions on what action to take
with respect to the exchange offer.
 
                                       82

<PAGE>   85
 
 
                                   BUSINESS
 
GENERAL
 
     We offer a full range of traditional cable television services. Our service
offerings include the following programming packages:
 
     - basic programming;
 
     - expanded basic programming;
 
     - premium service; and
 
     - pay-per-view television programming.
 
     As part of our "wired world" vision, we are also beginning to offer an
array of new products and services including:
 
     - digital television;
 
     - high-speed Internet access; and
 
     - interactive video programming.
 
We are also exploring opportunities in telephony.
 
     These new products and services will take advantage of the significant
bandwidth of our cable systems. We are accelerating the upgrade of our cable
systems to more quickly provide these products and services.
 
     As of June 30, 1999, we served approximately 2.7 million cable television
service customers in 22 states. We have entered into agreements to acquire
additional cable systems that would have increased the number of our customers
to 3.7 million as of that date.
 
     For the year ended December 31, 1998, pro forma for our merger with Marcus
Holdings and the acquisitions we completed during 1998 and 1999, our revenues
were approximately $1.3 billion. For the six months ended June 30, 1999, pro
forma for our merger with Marcus Holdings and the acquisitions we completed
during 1999, our revenues were approximately $721.4 million. Pro forma for our
merger with Marcus Holdings and our recent and pending acquisitions, for the
year ended December 31, 1998, our revenues would have been approximately $1.7
billion. Pro forma for our merger with Marcus Holdings and our recent and
pending acquisitions, for the six months ended June 30, 1999, our revenues would
have been approximately $903 million.
 
     Paul G. Allen, the principal owner of our ultimate parent company and one
of the computer industry's visionaries, has long believed in a "wired world" in
which cable technology will facilitate the convergence of television, computers
and telecommunications. We believe cable's ability to deliver voice, video and
data at high speeds will enable it to serve as the primary platform for the
delivery of new services to the home and workplace.
 
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<PAGE>   86
 
BUSINESS STRATEGY
 
     Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:
 
     INTEGRATE AND IMPROVE ACQUIRED CABLE SYSTEMS. We seek to rapidly integrate
newly acquired cable systems and apply our core operating strategies to raise
the financial and operating performance of these systems. Our integration
process occurs in three stages:
 
          SYSTEM EVALUATION. We conduct an extensive evaluation of each system
     we acquire. This process begins prior to reaching an agreement to purchase
     the system and focuses on the system's:
 
        - business plan;
 
        - customer service standards;
 
        - management capabilities; and
 
        - technological capacity and compatibility.
 
     We also evaluate opportunities to consolidate headends and billing and
other administrative functions. Based upon this evaluation, we formulate plans
for customer service centers, plant upgrades, market positioning, new product
and service launches and human resource requirements.
 
          IMPLEMENTATION OF OUR CORE OPERATING STRATEGIES. To achieve high
     standards for customer satisfaction and financial and operating
     performance, we:
 
        - attract and retain high quality local management;
 
        - empower local managers with a high degree of day-to-day operational
          autonomy;
 
        - set key financial and operating benchmarks for management to meet,
          such as revenue and cash flow per subscriber, subscriber growth,
          customer service and technical standards; and
 
        - provide incentives to all employees through grants of cash bonuses and
          stock options.
 
          ONGOING SUPPORT AND MONITORING. We provide local managers with
     regional and corporate management guidance, marketing and other support for
     implementation of their business plans. We monitor performance of our
     acquired cable systems on a frequent basis to ensure that performance goals
     can be met.
 
     The turn-around in our Fort Worth system, which our management team began
to manage in October 1998, is an example of our success in integrating newly
acquired cable systems into our operations. We introduced a customer care team
that has worked closely with city governments to improve customer service and
local government relations, and each of our customer service representatives
attended a training program. We also conducted extensive training programs for
our technical and engineering, dispatch, sales and support, and management
personnel. We held a series of sales events and demonstrations to increase
customer awareness and enhance our community exposure and reputation. We reduced
the new employee hiring process from two to three weeks to three to five days.
 
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<PAGE>   87
 
     OFFER NEW PRODUCTS AND SERVICES. We intend to expand the array of products
and services we offer to our customers to implement our "wired world" vision.
Using digital technology, we plan to offer additional channels on our existing
service tiers, create new service tiers, introduce multiple packages of premium
services and increase the number of pay-per-view channels. We also plan to add
digital music services and interactive program guides, which are comprehensive
guides to television program listings that can be accessed by network, time,
date or genre. In addition to these expanded cable services, we have begun to
roll out advanced services, including interactive video programming and high-
speed Internet access, and we are currently exploring opportunities in
telephony. We have entered into agreements with several providers of high-speed
Internet access and other interactive services, including EarthLink Network,
Inc., High Speed Access Corp., WorldGate Communications, Inc., Wink
Communications, Inc. and Excite@Home Corporation.
 
     UPGRADE THE BANDWIDTH CAPACITY OF OUR SYSTEMS. Over the next three years,
we plan to spend approximately $1.2 billion to upgrade to 550 megahertz or
greater the bandwidth of the systems we acquire through our pending
acquisitions. Upgrading to at least 550 megahertz of bandwidth capacity will
allow us to:
 
     - offer advanced services, such as digital television, Internet access and
       other interactive services;
 
     - increase channel capacity up to 82 analog channels, or even more
       programming channels if some of our bandwidth is used for digital
       services; and
 
     - permit two-way communication which will give our customers the ability to
       send and receive signals over the cable system so that high speed cable
       services, such as the Internet access, will not require a separate
       telephone line.
 
     As of June 30, 1999, approximately 57% of our customers were served by
cable systems with at least 550 megahertz bandwidth capacity, and approximately
34% of our customers had two-way communication capability. By year end 2003,
including all recent and pending acquisitions, we expect that approximately 94%
of our customers will be served by cable systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.
 
     Our planned upgrades will reduce the number of headends from 1,243 in 1999
to 779 in 2003 including our pending acquisitions. Reducing the number of
headends will reduce headend equipment and maintenance expenditures and,
together with other upgrades, will provide enhanced picture quality and system
reliability.
 
     MAXIMIZE CUSTOMER SATISFACTION. To maximize customer satisfaction, we
operate our business to provide reliable, high-quality products and service
offerings, superior customer service and attractive programming choices at
reasonable rates. We have implemented stringent internal customer service
standards which we believe meet or exceed those established by the National
Cable Television Association, which is the Washington, D.C.-based trade
association for the cable television industry. We believe that our customer
service efforts have contributed to our superior customer growth, and will
strengthen the Charter brand name and increase acceptance of our new products
and services.
 
     EMPLOY INNOVATIVE MARKETING. We have developed and successfully implemented
a variety of innovative marketing techniques to attract new customers and
increase revenue per customer. Our marketing efforts focus on tailoring Charter
branded entertainment and information services that provide value, choice,
convenience and quality to our customers.
 
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<PAGE>   88
 
We use demographic "cluster codes" to address specific messages to target
audiences through direct mail and telemarketing. Cluster codes identify
customers by marketing type, such as young professionals, retirees or families.
In addition, we promote our services on radio, in local newspapers and by
door-to-door selling. In many of our systems, we offer discounts to customers
who purchase multiple premium services such as Home Box Office or Showtime. We
also have a coordinated strategy for retaining customers that includes televised
retention advertising to reinforce the link between quality service and the
Charter brand name and to encourage customers to purchase higher service levels.
We have begun to implement our marketing programs in all of the systems we have
recently acquired.
 
     EMPHASIZE LOCAL MANAGEMENT AUTONOMY WHILE PROVIDING REGIONAL AND CORPORATE
SUPPORT AND CENTRALIZED FINANCIAL CONTROLS. Our local cable systems are
organized into seven operating regions. A regional management team oversees
local system operations in each region. We believe that a strong management
presence at the local system level:
 
     - improves our customer service;
 
     - increases our ability to respond to customer needs and programming
       preferences;
 
     - reduces the need for a large centralized corporate staff;
 
     - fosters good relations with local governmental authorities; and
 
     - strengthens community relations.
 
     Our regional management teams work closely with both local managers and
senior management in our corporate office to develop budgets and coordinate
marketing, programming, purchasing and engineering activities. Our centralized
financial management enables us to set financial and operating benchmarks and
monitor them on an ongoing basis. In order to attract and retain high quality
managers at the local and regional operating levels, we provide a high degree of
operational autonomy and accountability and cash and equity-based compensation.
Charter Communications Holding Company has adopted a plan to distribute to
employees and consultants, including members of corporate management and to key
regional and system-level management personnel equity-based incentive
compensation based on the equity value of Charter Communications Holding Company
on a fully-diluted basis.
 
     CONCENTRATE OUR SYSTEMS IN TIGHTER GEOGRAPHICAL CLUSTERS. To improve
operating margins and increase operating efficiencies, we seek to improve the
geographic clustering of our cable systems by selectively swapping our cable
systems for systems of other cable operators or acquiring systems in close
proximity to our systems. We believe that by concentrating our systems in
clusters, we will be able to generate higher growth in revenues and operating
cash flow. Clustering enable us to improve operating efficiencies by
consolidating headends and spread fixed costs over a larger subscriber base.
 
ACQUISITIONS
 
     Our primary criterion in considering acquisition and swapping opportunities
is the financial return that we expect to ultimately realize. We consider each
acquisition in the context of our overall existing and planned operations,
focusing particularly on the impact on our size and scope and the ability to
reinforce our clustering strategy, either directly or through future swaps or
acquisitions. Other specific factors we consider in acquiring a cable system
are:
 
     - demographic profile of the market as well as the number of homes passed
       and customers within the system;
 
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<PAGE>   89
 
     - per customer revenues and operating cash flow and opportunities to
       increase these financial benchmarks;
 
     - proximity to our existing cable systems or the potential for developing
       new clusters of systems;
 
     - the technological state of such system; and
 
     - the level of competition within the local market.
 
     We believe that there are significant advantages in increasing the size and
scope of our operations, including:
 
     - improved economies of scale in management, marketing, customer service,
       billing and other administrative functions;
 
     - reduced costs for our cable plants and our infrastructure in general;
 
     - increased leverage for negotiating programming contracts; and
 
     - increased influence on the evolution of important new technologies
       affecting our business.
 
     See "Description of Certain Indebtedness" for a description of the material
debt that we have assumed or intend to assume in connection with our recent and
pending acquisitions.
 
     MERGER WITH MARCUS HOLDINGS.  On April 7, 1999, the holding company parent
of the Marcus companies, Marcus Holdings, merged into Charter Holdings, which
was the surviving entity of the merger. The subsidiaries of Marcus Holdings
became our subsidiaries. Paul G. Allen had entered into the agreement to
purchase the Marcus cable systems in April 1998. During the period of obtaining
the requisite regulatory approvals for the transaction, the Marcus systems came
under common management with us in October 1998 pursuant to the terms of a
management agreement. The Marcus systems continue to be under common operating
management with us.
 
  RECENTLY COMPLETED ACQUISITIONS
 
     RENAISSANCE. In April 1999, we purchased Renaissance for approximately $459
million, consisting of $348 million in cash and $111 million of debt to be
assumed. See "Description of Certain Indebtedness." As a result of our
acquisition of Renaissance, we recently completed a tender offer for this
publicly held debt due to the change of control. Holders of notes representing
30% of the outstanding principal amount of notes tendered their notes.
Renaissance owns cable systems located in Louisiana, Mississippi and Tennessee,
has approximately 131,000 customers and is being operated as part of our
Southern region. For the six months ended June 30, 1999, Renaissance had
revenues of approximately $30.8 million. For the year ended December 31, 1998,
Renaissance had revenues of approximately $41.5 million. At year end 1998,
approximately 31% of Renaissance's customers were served by systems with at
least 550 megahertz bandwidth capacity.
 
     AMERICAN CABLE. In May 1999, we purchased American Cable for approximately
$240 million. American Cable owns cable systems located in California serving
approximately 69,000 customers and is being operated as part of our Western
region. For the six months ended June 30, 1999, American Cable had revenues of
approximately $18.0 million. For the year ended December 31, 1998, American
Cable had revenues of approximately $15.7
 
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<PAGE>   90
 
million. At year-end 1998, none of the American Cable system's customers were
served by systems with at least 550 megahertz bandwidth capacity or greater.
 
     GREATER MEDIA SYSTEMS. In June 1999, we purchased certain cable systems of
Greater Media for approximately $500 million. The Greater Media systems are
located in Massachusetts, have approximately 174,000 customers and are being
operated as part of our Northeast Region. For the six months ended June 30,
1999, the Greater Media systems had revenues of approximately $42.3 million. For
the year ended December 31, 1998, the Greater Media systems had revenues of
approximately $78.6 million. At year end 1998, approximately 75% of the Greater
Media systems' customers were served by systems with at least 550 megahertz
bandwidth capacity.
 
     HELICON. In July 1999, we acquired Helicon and affiliates for approximately
$550 million, consisting of $410 million in cash, $115 million of debt, and $25
million in the form of preferred limited liability company interests of
Charter-Helicon, LLC, a direct wholly owned subsidiary of Charter
Communications, LLC. The holders of the preferred interest have the right to
require Mr. Allen to purchase the interest until the fifth anniversary of the
closing of the Helicon acquisition. The preferred interests will be redeemable
at any time following the fifth anniversary of the Helicon acquisition or upon a
change of control, and it must be redeemed on the tenth anniversary of the
Helicon acquisition. Upon completion of the proposed initial public offering of
Charter Communications, Inc., these limited liability company interests will be
convertible into equity of Charter Communications, Inc. Helicon owns cable
systems located in Alabama, Georgia, New Hampshire, North Carolina, West
Virginia, South Carolina, Tennessee, Pennsylvania, Louisiana and Vermont, has
approximately 173,000 customers and will be operated as part of our Southeast,
Southern and Northeast regions. For the six months ended June 30, 1999, Helicon
had revenues of approximately $43.0 million. For the year ended December 31,
1998, Helicon had revenues of approximately $75.6 million. At year end 1998,
approximately 69% of Helicon's customers were served by systems with at least
550 megahertz bandwidth capacity. The debt we have assumed consists of public
notes of Helicon. We will make an offer to repurchase the Helicon notes at a
price equal to 101% of their principal amount, plus accrued interest, to the
date of the purchase, due to the change of control of Helicon. See "Description
of Certain Indebtedness."
 
     OTHER ACQUISITIONS. In July 1999, we acquired Vista. In August 1999, we
acquired certain cable assets of Cable Satellite. These cable systems are
located in Georgia and southern Florida, and serve a total of approximately
38,000 customers. The total purchase price for these acquisitions was
approximately $148 million. For the six months ended June 30, 1999, these
systems had revenues of approximately $9.2 million. For the year ended December
31, 1998, these systems had revenues of $15.8 million.
 
  PENDING ACQUISITIONS
 
     INTERMEDIA SYSTEMS. In April 1999, two of our subsidiaries, Charter
Communications, LLC, and Charter Communications Properties, entered into
agreements to purchase certain cable systems of InterMedia in exchange for cash
in the amount of approximately $873 million and certain of our cable systems.
The InterMedia systems serve approximately 412,000 customers in North Carolina,
South Carolina, Georgia and Tennessee. As part of this transaction, we will
"swap" some of our non-strategic cable systems serving approximately 143,000
customers located in Indiana, Montana, Utah and northern Kentucky. This
transaction will result in a net increase of 269,000 customers concentrated in
our Southeast and Southern regions. For the six months ended June 30,
 
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<PAGE>   91
 
1999, the InterMedia systems had revenues of approximately $100.6 million. For
the year ended December 31, 1998, the InterMedia systems had revenues of
approximately $176.1 million. At year end 1998, approximately 79% of these
customers were served by systems with at least 550 megahertz bandwidth capacity.
Following regulatory approvals, we anticipate that acquisition of the InterMedia
systems will close during the third or fourth quarter of 1999. There are no
material penalty provisions in the acquisition agreements if we do not close as
of a certain date, but either party may terminate the acquisition agreements if
the transaction does not close on or before January 15, 2000.
 
     RIFKIN. In April 1999, Charter Investment entered into agreements to
purchase Rifkin for a purchase price of approximately $1.5 billion in cash and
assumed debt. Charter Investment has assigned its rights under such agreements
to our subsidiary, Charter Operating. Certain sellers under the agreements could
elect to receive some or all of their pro rata portion of the purchase price in
the form of preferred or common equity of Charter Holdings or, if mutually
agreed to by the parties, of a parent of Charter Holdings. Depending on the
level of seller interest, this equity, if issued, would be valued between
approximately $25 million and $250 million. The cash portion of the purchase
price would be reduced accordingly. However, because such terms have not been
finalized, and seller participation has not been determined, we cannot be
certain that any such equity will be issued or that the cash portion of the
purchase price will be reduced below $1.5 billion. The debt to be assumed
consists of public notes of Rifkin. As a result of our acquisition of Rifkin, we
will make an offer to repurchase the Rifkin notes at a price equal to 101% of
their principal amount, plus accrued interest, due to the change of control of
Rifkin. See "Description of Certain Indebtedness." Additionally, pursuant to the
membership interests purchase agreement, as amended, Vulcan Cable III will
purchase the equity and debt of certain corporate holders of interests in
Interlink Communications Partners, LLLP. The interests in Interlink will be
contributed to Charter Holdings and ultimately to Charter Operating. See
"Certain Relationships and Related Transactions -- Transactions with Paul G.
Allen." Rifkin owns cable systems primarily in Florida, Georgia, Illinois,
Indiana, Tennessee, Virginia and West Virginia serving approximately 462,000
customers. For the six months ended June 30, 1999, Rifkin had revenues of
approximately $105.6 million. For the year ended December 31, 1998, Rifkin had
revenues of approximately $124.4 million. At year end 1998, approximately 36% of
Rifkin's customers were served by systems with at least 550 megahertz bandwidth
capacity. Following regulatory approvals, we anticipate that this transaction
will close during the third or fourth quarter of 1999. There are no material
penalty provisions in the acquisition agreements if we do not close as of a
certain date, but either party may terminate the acquisition agreements if the
transaction does not close on or before December 31, 1999. Either party can also
require specific performance.
 
OUR CABLE SYSTEMS
 
     As of June 30, 1999, our systems consisted of approximately 74,000 miles of
coaxial cable and approximately 9,200 sheath miles of fiber optic cable passing
approximately 4.6 million households and serving approximately 2.7 million
customers. Coaxial cable is a type of cable used for broadband data and cable
systems. This type of cable has excellent broadband frequency characteristics,
noise immunity and physical durability. The cable is connected from each node to
individual homes or buildings. A node is a single connection to a cable system's
main high-capacity fiber optic cable that is shared by a number of customers. A
sheath mile is the actual length of cable in miles. Fiber optic cable is a
communication medium that uses hair-thin glass fibers to transmit signals over
long distances with minimum signal loss or distortion. As of June 30, 1999,
approximately 14%
 
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<PAGE>   92
 
of our customers are served by systems with at least 550 megahertz bandwidth
capacity, approximately 38% have at least 750 megahertz bandwidth capacity and
approximately 35% were served by systems capable of providing two-way
interactive communication capability. Such two-way interactive communication
capability includes two-way Internet connections, services provided by Wink
Communications, Inc., which are interactive services that provide additional
information and statistics about programs or the option to order an advertised
product while customers are viewing such programs or advertisement, and
interactive program guides. These amounts do not reflect the impact of our
pending acquisitions or acquisitions closed since June 30, 1999.
 
     CORPORATE MANAGEMENT.  We are managed from the corporate offices of Charter
Investment in St. Louis, Missouri. The senior management of Charter Investment
at these offices consist of approximately 200 people led by Jerald L. Kent. They
are responsible for coordinating and overseeing our operations, including
certain critical functions such as marketing and engineering, that are conducted
by personnel at the regional and local system level. The corporate office also
performs certain financial control functions such as accounting, finance and
acquisitions, payroll and benefit administration, internal audit, purchasing and
programming contract administration on a centralized basis.
 
     OPERATING REGIONS.  To manage and operate our systems, we have established
two divisions that contain a total of seven operating regions: Western; Central;
MetroPlex (Dallas/Fort Worth); North Central; Northeast; Southeast; and
Southern. Each of the two divisions is managed by a Senior Vice President who
reports directly to Mr. Kent and is responsible for overall supervision of the
operating regions within. Each region is managed by a team consisting of a
Senior Vice President or a Vice President, supported by operational, marketing
and engineering personnel. Within each region, certain groups of cable systems
are further organized into clusters. We believe that much of our success is
attributable to our operating philosophy which emphasizes decentralized
management, with decisions being made as close to the customer as possible.
 
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<PAGE>   93
 
     The following table provides an overview of selected technical, operating
and financial data for each of our operating regions as of and for the six
months ended June 30, 1999. The following table does not reflect the impact of
our pending acquisitions or acquisitions closed since June 30, 1999. Upon
completion of our merger with Marcus Holdings and our recent and pending
acquisitions, our systems will pass approximately 6.0 million homes serving
approximately 3.7 million customers.
 
      SELECTED TECHNICAL, OPERATING AND FINANCIAL DATA BY OPERATING REGION
                AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1999
 

<TABLE>
<CAPTION>
                                                                 NORTH
                               WESTERN    CENTRAL   METROPLEX   CENTRAL   NORTHEAST   SOUTHEAST   SOUTHERN     TOTAL
                              ---------   -------   ---------   -------   ---------   ---------   --------   ---------
<S>                           <C>         <C>       <C>         <C>       <C>         <C>         <C>        <C>
TECHNICAL DATA:
Miles of coaxial cable......      8,600     8,800      5,700     10,000      7,500      16,700     16,500       73,800
Density(a)..................        128        68         85         61         21          46         42           60
Headends....................         23        34         16         86         18          60         79          316
Planned headend
  eliminations..............          3         3          1         30         --          11          8           56
Plant bandwidth(b):
450 megahertz or less.......       32.1%     53.7%      28.0%      41.9%      43.3%       37.9%      54.3%        43.3%
550 megahertz...............        7.0%     10.2%      14.4%       9.5%      38.6%       24.0%      23.6%        19.1%
750 megahertz or greater....       60.9%     36.1%      57.6%      48.6%      18.1%       38.1%      22.1%        37.6%
Two-way capability..........       48.6%     49.0%      68.9%      64.3%      10.9%       16.8%      15.1%        33.8%
OPERATING DATA:
Homes passed................  1,101,000   594,000    487,000    606,000    376,000     775,000    692,000    4,631,000
Basic customers.............    575,000   368,000    187,000    402,000    301,000     453,000    449,000    2,735,000
Basic penetration...........       52.2%     62.0%      38.4%      66.3%      80.1%       58.5%      64.9%        59.1%
Premium units...............    365,000   217,000    172,000    146,000    265,000     288,000    221,000    1,674,000
Premium penetration.........       63.5%     59.0%      92.0%      36.3%      88.0%       63.6%      49.2%        61.2%
FINANCIAL DATA:
Revenues, in millions.......  $   122.8   $  82.3    $  25.9    $  46.1    $  32.0     $  89.1    $  70.8    $   469.0
</TABLE>

 
-------------------------
 
(a) Represents homes passed divided by miles of coaxial cable.
 
(b) Represents percentage of basic customers within a region served by the
    indicated plant bandwidth.
 
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<PAGE>   94
 
     WESTERN REGION.  The Western region consists of cable systems serving
approximately 575,000 customers located entirely in the state of California,
with approximately 474,000 customers located within the Los Angeles metropolitan
area. These customers reside primarily in the communities of Pasadena, Alhambra,
Glendale, Long Beach and Riverside. We also have approximately 101,000 customers
in central California, principally located in the communities of San Luis
Obispo, West Sacramento and Turlock. The Western region will also be responsible
for managing the approximately 169,000 customers associated with the recent
acquisition of American Cable and 190,000 customers associated with the pending
acquisition of Rifkin. According to National Decision Systems, the projected
median household growth in the counties currently served by this region's
systems is 5.2% for the period ending 2003, which the projected U.S. median
household growth for the same period.
 
     The Western region's cable systems have been significantly upgraded with
approximately 68% of the region's customers served by cable systems with at
least 550 megahertz bandwidth capacity as of June 30, 1999. The planned upgrade
of the Western region's cable systems will reduce the number of headends from 21
to 18 by December 31, 2001. We expect that by December 31, 2001, 99% of this
region's customers will be served by systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.
 
     CENTRAL REGION.  The Central region consists of cable systems serving
approximately 368,000 customers of which approximately 250,000 customers reside
in and around St. Louis County or in adjacent areas in Illinois, and over 94%
are served by two headends. The remaining approximately 118,000 of these
customers reside in Indiana, and these systems are primarily classic cable
systems serving small to medium-sized communities. The Indiana systems will be
"swapped" as part of the InterMedia transaction. See "-- Recent Events." The
Central region will also be responsible for managing approximately 112,000
customers associated with the pending acquisition of Rifkin. According to
National Decision Systems, the projected median household growth in the counties
currently served by this region's systems is 4.7% for the period ending 2003,
versus the projected U.S. median household growth of 5.2% for the same period.
 
     At June 30, 1999, approximately 46% of the Central region's customers were
served by cable systems with at least 550 megahertz bandwidth capacity. The
majority of the cable plants in the Illinois systems have been upgraded to 750
megahertz bandwidth capacity. The planned upgrade of the Central region's cable
systems will reduce the number of headends from 34 to 31 by December 31, 2001.
We have begun a three-year project, scheduled for completion in 2001, to upgrade
the cable plant in St. Louis County, serving approximately 178,000 customers, to
870 megahertz bandwidth capability. We expect that by December 31, 2001,
approximately 89% of this region's customers will be served by cable systems
with at least 550 megahertz bandwidth capacity and two-way communication
capability.
 
     METROPLEX REGION.  The MetroPlex region consists of cable systems serving
approximately 187,000 customers of which approximately 131,000 are served by the
Fort Worth system. The systems in this region serve one of the fastest growing
areas of Texas. The anticipated population growth combined with the existing low
basic penetration rate of approximately 43% offers significant potential to
increase the total number of customers and the associated revenue and cash flow
in this region. According to National Decision Systems, the projected median
household growth in the counties served by this region's
 
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<PAGE>   95
 
systems is 8.4% for the period ending 2003, versus the projected U.S. median
household growth of 5.2% for the same period.
 
     The MetroPlex region's cable systems have been significantly upgraded with
approximately 72% of the region's customers served by cable systems with at
least 550 megahertz bandwidth capacity as of June 30, 1999. In 1997, we began to
upgrade the Fort Worth system to 870 megahertz of bandwidth capacity. We expect
to complete this project during 1999. The planned upgrade of the MetroPlex
region's cable systems will reduce the number of headends from 16 to 15 by
December 31, 2001. We expect that by December 31, 2001, approximately 98% of
this region's customers will be served by cable systems with at least 550
megahertz bandwidth capacity and two-way communication capability.
 
     NORTH CENTRAL REGION.  The North Central region consists of cable systems
serving approximately 402,000 customers. These customers are primarily located
throughout the state of Wisconsin, along with a small system of approximately
27,000 customers in Rosemont, Minnesota, a suburb of Minneapolis. Within the
state of Wisconsin, the four largest operating clusters are located in and
around Eau Claire, Fond du Lac, Janesville and Wausau. According to National
Decision Systems, the projected median household growth in the counties served
by this region's systems is 5.4% for the period ending 2003, versus the
projected U.S. median household growth of 5.2% for the same period.
 
     At June 30, 1999, approximately 58% of the North Central region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the North Central region's cable systems will reduce the
number of headends from 86 to 56 by December 31, 2001. We plan to rebuild much
of the region's cable plant, and expect that by December 31, 2001, approximately
93% of this region's customers will be served by cable systems with capacity
between 550 megahertz and 750 megahertz of bandwidth capacity and two-way
communication capability.
 
     NORTHEAST REGION.  The Northeast region consists of cable systems serving
approximately 301,000 customers residing in the states of Connecticut and
Massachusetts. These systems serve the communities of Newtown and Willimantic,
Connecticut, and areas in and around Pepperell, Massachusetts, and are included
in the New York, Hartford, and Boston areas of demographic influence. The
Northeast region will be responsible for managing the approximately 175,000
customers associated with the recent acquisition of cable systems from Greater
Media and approximately 56,000 customers associated with the pending acquisition
of Helicon. According to National Decision Systems, the projected median
household growth in the counties currently served by this region's systems is
3.7% for the period ending 2003, versus the projected U.S. median household
growth of 5.2% for the same period.
 
     At June 30, 1999, approximately 57% of the Northeast region's customers
were served by cable systems with at least 550 megahertz of bandwidth capacity.
We have begun to rebuild this region's cable plant, and expect that by December
31, 2001, all of this region's customers will be served by cable systems with at
least 750 megahertz bandwidth capacity and two-way communication capability.
 
     SOUTHEAST REGION.  The Southeast region consists of cable systems serving
approximately 453,000 customers residing primarily in small to medium-sized
communities in North Carolina, South Carolina, Georgia and eastern Tennessee.
There are significant clusters of cable systems in and around the cities and
counties of Greenville/Spartanburg, South Carolina; Hickory and Asheville, North
Carolina; Henry County, Georgia, a suburb
 
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<PAGE>   96
 
of Atlanta; and Johnson City, Tennessee. These areas have experienced rapid
population growth over the past few years, contributing to the high rate of
internal customer growth for these systems. According to National Decision
Systems, the projected median household growth in the counties currently served
by this region's systems is 6.9% for the period ending 2003, versus the
projected U.S. median household growth of 5.2% for the same period. In addition,
the Southeast region will be responsible for managing an aggregate of 541,000
customers associated with the Helicon, InterMedia, Rifkin, Vista and Cable
Satellite acquisitions.
 
     At June 30, 1999, approximately 62% of the Southeast region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast region's cable systems will reduce the number
of headends from 60 to 49 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 94% of this region's customer
base being served by December 31, 2001 served by cable systems with at least 550
megahertz bandwidth capacity and two-way communication capability.
 
     SOUTHERN REGION.  The Southern region consists of cable systems serving
approximately 449,000 customers located primarily in the states of Louisiana,
Alabama, Kentucky, Mississippi and central Tennessee. In addition, the Southern
region includes systems in Kansas, Colorado, Utah and Montana. The Southern
region has significant clusters of cable systems in and around the cities of
Birmingham, Alabama; Nashville, Tennessee; and New Orleans, Louisiana. According
to National Decision Systems, the projected median household growth in the
counties currently served by this region's systems is 6.3% for the period ending
2003, versus the projected U.S. median household growth of 5.2% for the same
period. In addition, the Southern region will be responsible for managing an
aggregate of 335,000 customers associated with the Helicon, InterMedia and
Rifkin acquisitions.
 
     At June 30, 1999, approximately 46% of the Southern region's customers were
served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast region's cable systems will reduce the number
of headends from 59 to 51 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 75% of this region's customer
base being served by cable systems with at least 550 megahertz bandwidth
capacity and two-way communication capability by December 31, 2001.
 
     PLANT AND TECHNOLOGY OVERVIEW.  We have engaged in an aggressive program to
upgrade our existing cable plant over the next three years. As such, we intend
to invest approximately $1.8 billion through December 31, 2001, with
approximately one-half of that amount used to rebuild and upgrade our existing
cable plant. The remaining capital will be spent on plant extensions, new
services, converters and system maintenance.
 
     The following table describes the current technological state of our
systems and the anticipated progress of planned upgrades through 2001, based on
the percentage of our customers who will have access to the bandwidth and other
features shown:
 

<TABLE>
<CAPTION>
                                LESS THAN                     750 MEGAHERTZ    TWO-WAY
                              550 MEGAHERTZ   550 MEGAHERTZ    OR GREATER     CAPABILITY
                              -------------   -------------   -------------   ----------
<S>                           <C>             <C>             <C>             <C>
June 30, 1999...............      43.3%           14.1%           37.8%          33.8%
December 31, 1999...........      23.9%           20.1%           56.0%          65.2%
December 31, 2000...........      12.9%           22.2%           64.9%          81.4%
December 31, 2001...........       7.7%           21.5%           70.8%          91.8%
</TABLE>

 
                                       94

<PAGE>   97
 
     We have adopted the hybrid fiber optic/coaxial architecture, a type of
cable distribution network generally referred to as the HFC architecture, as the
standard for our ongoing systems upgrades. The HFC architecture combines the use
of fiber optic cable, which can carry hundreds of video, data and voice channels
over extended distances, with coaxial cable, which requires a more extensive
signal amplification in order to obtain the desired transmission levels for
delivering channels. In most systems, we connect fiber optic cable to individual
nodes serving an average of 800 homes or commercial buildings. We believe that
this network design provides high capacity and superior signal quality, and will
enable us to provide the newest forms of telecommunications services to our
customers. The primary advantages of HFC architecture over traditional coaxial
cable networks include:
 
     - increased channel capacity of cable systems;
 
     - reduced number of amplifiers, which are devices to compensate for signal
       loss caused by coaxial cable, needed to deliver signals from the headend
       to the home, resulting in improved signal quality and reliability;
 
     - reduced number of homes that need to be connected to an individual node,
       improving the capacity of the network to provide high-speed Internet
       access and reducing the number of households affected by disruptions in
       the network; and
 
     - sufficient dedicated bandwidth for two-way services, which avoids reverse
       signal interference problems that can otherwise occur when you have
       two-way communication capability.
 
     The HFC architecture will enable us to offer new and enhanced services.
Such services include additional channels and tiers, expanded pay-per-view
options, high-speed Internet access, wide area network, which permits a network
of computers to be connected together beyond an area, point-to-point data
service, which is a service that provides a data connection with only two end
points that can switch data links from one point to the other, and digital
advertising insertion, which is the insertion of local, regional and national
programming. The upgrades will facilitate our new services in two primary ways:
 
     - greater bandwidth allows us to send more information through our systems.
       This provides us with the capacity to provide new services in addition to
       our current services. As a result, we will be able to roll out digital
       cable programming in addition to existing analog channels offered to
       customers who do not wish to subscribe to a package of digital services.
 
     - enhanced design configured for two-way communication with the customer
       allows us to provide cable Internet services without telephone support
       and other interactive services, such as an interactive program guide,
       impulse pay-per-view that gives the subscriber the ability to select
       pay-per-view programming through the cable system without placing a
       separate call, video-on-demand and interactive services provided by Wink,
       that cannot be offered without upgrading the bandwidth capacity of our
       systems.
 
     This HFC architecture will also position us to offer cable telephony
services in the future, using either Internet protocol technology, which is a
technology that allows telephone services to be conducted over the Internet, or
switch-based technology, which is a more standard technology used to connect the
public switch telephone network, the worldwide voice telephone network
accessible to all those with telephones and access privileges.
 
                                       95

<PAGE>   98
 
PRODUCTS AND SERVICES
 
     We offer our customers a full array of traditional cable television
services and programming and we have begun to offer new and advanced high
bandwidth services such as high-speed Internet access. We plan to continually
enhance and upgrade these services, including adding new programming and other
telecommunications services, and will continue to position cable television as
an essential service.
 
     TRADITIONAL CABLE TELEVISION SERVICES.  More than 87% of our customers
subscribe to both "basic" and "expanded basic" service and generally, receive a
line-up of between 33 to 85 channels of television programming, depending on the
bandwidth capacity of the system. Customers who pay additional amounts can also
subscribe for additional channels, either individually or in packages of several
channels, as add-ons to the basic channels. Approximately 25% of our customers
subscribe for premium channels, with additional customers subscribing for other
special add-on packages. We tailor both our basic line-up and our additional
channel offerings to each system in response to demographics, programming
preferences, competition, price sensitivity and local regulation.
 
     Our traditional cable television service offerings include the following:
 
     - BASIC CABLE.  All of our customers receive basic cable services, which
       generally consist of local broadcast television, local community
       programming, including governmental and public access, and limited
       satellite programming. As of June 30, 1999, the average monthly fee was
       $11.90 for basic service.
 
     - EXPANDED BASIC CABLE.  This expanded tier includes a group of
       satellite-delivered or non-broadcast channels, such as Entertainment and
       Sports Programming Network (ESPN), Cable News Network (CNN) and Lifetime
       Television in addition to the basic channel line. As of June 30, 1999,
       the average monthly fee was $16.15 for expanded basic service.
 
     - PREMIUM CHANNELS.  These channels provide unedited, commercial-free
       movies, sports and other special event entertainment programming. Home
       Box Office (HBO), Cinemax and Showtime are typical examples. We offer
       subscriptions to these channels either individually or in premium channel
       packages. As of June 30, 1999, the average monthly fee was $5.90 per
       premium subscription.
 
     - PAY-PER-VIEW.  These channels allow customers to pay to view a single
       showing of a recently released movie, a one-time special sporting event
       or music concerts on an unedited, commercial-free basis. We currently
       charge a fee that ranges from $2.95 to $8.95 for movies. For special
       events, such as championship boxing matches, we have charged a fee of up
       to $50.95.
 
     We have employed a variety of targeted marketing techniques to attract new
customers by focusing on delivering value, choice, convenience and quality. We
employ direct mail and telemarketing, utilizing demographic "cluster codes" to
target specific messages to target audiences. In many of our systems, we offer
discounts to customers who purchase premium services on a limited trial basis in
order to encourage a higher level of service subscription. We also have a
coordinated strategy for retaining customers that includes televised retention
advertising to reinforce the decision to subscribe and to encourage customers to
purchase higher service levels.
 
     NEW PRODUCTS AND SERVICES.  A variety of emerging technologies and the
rapid growth of Internet usage have presented us with substantial opportunities
to provide new or expanded products and services to our customers and to expand
our sources of revenue.
 
                                       96

<PAGE>   99
 
The desire for such new technologies and the use of the Internet by businesses
in particular have triggered a significant increase in our commercial market
penetration. As a result, we are in the process of introducing a variety of new
or expanded services beyond the traditional offerings of analog television
programming for the benefit of both our residential and commercial customers.
These new products include:
 
     - digital television and its related enhancements;
 
     - high-speed Internet access, through television set-top converter boxes,
       cable modems installed in personal computers and traditional telephone
       Internet access;
 
     - interactive services, such as Wink; and
 
     - telephony and data transmission services which are private network
       services interconnecting locations for a customer.
 
     We believe that we are well positioned to compete with other providers of
these services due to the high bandwidth of cable technology and our ability to
access homes and businesses.
 
     DIGITAL TELEVISION.  As part of upgrading our systems, we are installing
headend equipment capable of delivering digitally encoded cable transmissions to
a two-way digital-capable set-top converter box in the customer's home. This
digital connection offers significant advantages. For example, we can compress
the digital signal to allow the transmission of up to twelve digital channels in
the bandwidth normally used by one analog channel. This will allow us to
increase both programming and service offerings, including near video-on-demand
for pay-per-view customers which is a service that allows many users to request
the same videos at the same time or anytime. We expect to increase the amount of
services purchased by our customers.
 
     Digital services customers may receive a mix of additional television
programming, an electronic program guide and up to 40 channels of digital music.
The additional programming falls into four categories which are targeted toward
specific markets:
 
     - additional basic channels, which are marketed in systems primarily
       serving rural communities;
 
     - additional premium channels, which are marketed in systems serving both
       rural and suburban communities;
 
     - "multiplexes" of premium channels to which a customer previously
       subscribed, which allows multiple channels of programming to be carried
       over a common transmission medium. Consequently, programming provided by
       HBO or Showtime can be varied as to time of broadcast or varied based on
       programming content, and then marketed in systems serving both rural and
       suburban communities; and
 
     - additional pay-per-view programming, such as more pay-per-view options
       and/or frequent showings of the most popular films to provide near
       video-on-demand, which are more heavily marketed in systems primarily
       serving both rural and suburban communities.
 
     As part of our current pricing strategy for digital services, we have
established a retail rate of $4.95 to $8.95 per month for the digital set-top
converter and the delivery of "multiplexes" of premium services, additional
pay-per-view channels, digital music and an electronic programming guide. Some
of our systems also offer additional basic and expanded basic tiers of service.
These tiers of services retail for $6.95 per month. As of June 30, 1999, we had
in excess of 8,700 customers subscribing to digital services offered
 
                                       97

<PAGE>   100
 
by 16 of our cable systems, which serve approximately 330,000 basic cable
customers. By December 31, 1999, we anticipate that approximately 1.6 million of
our customers will be served by cable systems capable of delivering digital
services.
 
     INTERNET ACCESS.  We currently provide Internet access to our customers by
two principal means:
 
     (1) through cable modems attached to personal computers, either directly or
through an outsourcing contract with an Internet service provider; and
 
     (2) through television access, via a service such as WorldGate.
 
     We also provide Internet access in some markets through traditional dial-up
telephone modems, using a service provider. Modems convert digital signals to
analog signals and vice-versa and are used to send digital data signals over the
telephone network, which is usually analog.
 
     The principal advantage of cable Internet connections is the high speed of
data transfer over a cable system. We currently offer these services to our
residential customers over coaxial cable at speeds that can range up to
approximately 50 times the speed of a conventional 28.8 kilobits per second
telephone modem. Furthermore, a two-way communication cable system using the HFC
architecture can support the entire connection at cable modem speeds without any
need for a separate telephone line. If the cable system only supports one-way
signals from the headend to the customer, the customer must use a separate
telephone line to send signals to the provider, although such customer still
receives the benefit of high speed cable access when downloading information,
which is the primary reason for using cable as an Internet connection. In
addition to Internet access over our traditional coaxial cable system, we also
provide our commercial customers fiber optic cable access at a price that we
believe is less than 25% of the price offered by the telephone companies.
 
     In the past, cable Internet connections have provided customers with widely
varying access speeds because each customer accessed the Internet by sending and
receiving data through a node. Users connecting simultaneously through a single
node share the bandwidth of that node, so that a users' connection speeds may
diminish as additional users connect through the same node. To induce users to
switch to our Internet services, however, we guarantee our cable modem customers
the minimum access speed selected from several speed options we offer. We also
provide higher guaranteed access speeds for customers willing to pay an
additional cost. In order to meet these guarantees, we are increasing the
bandwidth of our systems and "splitting" nodes easily and cost-effectively to
reduce the number of customers per node.
 
     We have deployed cable modem-based Internet access services in 28 markets
including: Los Angeles, California; St. Louis, Missouri; and Fort Worth, Texas.
As of June 30, 1999, we provided Internet access service to approximately 13,460
homes and 160 businesses. The following table indicates the historical and
projected availability of Internet access services in our systems, pro forma for
our recent and pending acquisitions as of the dates indicated. These numbers
reflect the number of homes who have access to these
 
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<PAGE>   101
 
services provided through us. The percentage of these customers who have
subscribed for these services is currently a small percentage.
 

<TABLE>
<CAPTION>
                                                            HOMES PASSED BY
                                                         ADVANCED DATA SERVICES
                                                   ----------------------------------
                                                   JUNE 30, 1999    DECEMBER 31, 1999
                                                   --------------   -----------------
                                                      (ACTUAL)         (PROJECTED)
<S>                                                <C>              <C>
High-speed internet access via cable modems:
  EarthLink/Charter Pipeline.....................       671,600         1,101,100
  High Speed Access..............................       661,300           775,800
  Excite@Home....................................       387,900           841,200
  Convergence.com................................             0           404,100
  In-House/Other.................................             0           273,700
                                                     ----------         ---------
     Total cable modems..........................     1,720,800         3,395,900
                                                     ==========         =========
 
Internet access via WorldGate....................       425,900           499,900
                                                     ----------         ---------
</TABLE>

 
     - CABLE MODEM-BASED INTERNET ACCESS.  Generally, we offer Internet access
through cable modems to our customers in systems that have been upgraded to at
least 550 megahertz bandwidth capacity. We have an agreement with EarthLink, an
independent Internet service provider, to provide as a private label service
Charter Pipeline(TM), which is a cable modem-based, high-speed Internet access
service we offer. We currently charge a monthly usage fee of between $24.95 and
$34.95. Our customers have the option to lease a cable modem for $10 to $15 a
month or to purchase a modem for between $300 and $400. As of June 30, 1999, we
offered EarthLink Internet access to approximately 660,000 of our homes passed
and have approximately 5,800 customers.
 
     We have a relationship with High Speed Access to offer Internet access in
some of our smaller systems. High Speed Access also provides Internet access
services to our customers under the Charter Pipeline(TM) brand name. Although
the Internet access service is provided by High Speed Access, the Internet
"domain name" of our customer's e-mail address and web site, if any, is
"Charter.net," allowing the customer to switch or expand to our other Internet
services without a change of e-mail address. High Speed Access provides turnkey
service, bears all capital, operating and marketing costs of providing the
service, and seeks to build economies of scale in our smaller systems that we
cannot efficiently build ourselves by simultaneously contracting to provide the
same services to other small geographically contiguous systems. Turnkey service
is a complete service, including sales, marketing, installation, service and
support. We receive 50% of the monthly $39.95 service fee. As of June 30, 1999,
High Speed Access offers Internet access to approximately 670,000 of our homes
passed and approximately 7,000 customers have signed up for the service. During
the remaining six months of 1999, High Speed Access plans to launch this service
in an additional 15 systems, covering approximately 429,500 additional homes
passed. Vulcan Ventures, Inc., a company controlled by Paul G. Allen, has an
equity investment in High Speed Access. See "Certain Relationships and Related
Transactions."
 
     We also have a revenue sharing agreement with Excite@Home, under which
Excite@Home currently provides Internet service to customers in our systems
serving Fort Worth, University Park and Highland Park, Texas. The Excite@Home
network provides high-speed, cable modem-based Internet access using the cable
infrastructure. As of June 30, 1999, we offered the @Home broadband Internet
service to approximately 388,000 of our homes passed and have approximately
3,000 customers.
 
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<PAGE>   102
 
     We actively market our cable modem service to businesses in every one of
our systems where we have the capability to offer such service. Our marketing
efforts are often door-to-door, and we have established a separate division
whose function is to make businesses aware that this type of Internet access is
available through us. We also provide several virtual local area networks, which
permit networks of computers to be connected within a given area and are more
commonly referred to as LANs. These LANs are established for municipal and
educational facilities, including Cal Tech, the City of Pasadena and the City of
West Covina in our Los Angeles cluster.
 
     - TV-BASED INTERNET ACCESS THROUGH WORLDGATE.  We have a non-exclusive
agreement with WorldGate to provide its TV-based e-mail and Internet access to
our cable customers. WorldGate's technology is only available to cable systems
with two-way capability. WorldGate offers easy, low-cost Internet access to
customers at connection speeds ranging up to 128 kilobits per second. For a
monthly fee, we provide our customers e-mail and Internet access without using a
PC, obtaining an additional telephone line or tying up an existing line, or
purchasing any additional equipment. Instead, the customer accesses the Internet
through the set-top box, which the customer already has on his television set,
and a wireless keyboard, that is provided with the service, which interfaces
with the box. WorldGate works on both advanced analog and digital platforms and,
therefore, can be installed utilizing the analog converters already deployed.
Analog converters are devices to convert analog signals to digital signals. In
contrast, other converter-based, non-PC Internet access products require a
digital platform and a digital converter prior to installation.
 
     Customers who opt for television-based Internet access are generally
first-time users who prefer this more user-friendly interface. Of these users,
41% use WorldGate at least once a day, and 77% use it at least once a week.
Although the WorldGate service bears the WorldGate brand name, the Internet
"domain name" of the customers who use this service is "Charter.net." This
allows the customer to switch or expand to our other Internet services without a
change of e-mail address.
 
     We first offered WorldGate to customers on the upgraded portion of our
systems in St. Louis in April 1998. We are also currently offering this service
in our systems in Logan, Utah, Maryville, Illinois and Newtown, Connecticut, and
plan to introduce it in eight additional systems by December 31, 1999. Charter
Investment owns a minority interest in WorldGate. See "Certain Relationships and
Related Transactions." As of June 30, 1999, we provided WorldGate Internet
service to approximately 4,300 customers.
 
     WINK-ENHANCED PROGRAMMING.  We have formed a relationship with Wink, which
sells technology to embed interactive features, such as additional information
and statistics about a program or the option to order an advertised product,
into programming and advertisements. A customer with a Wink-enabled set-top
converter box and a Wink-enabled cable provider sees an icon flash on the screen
when additional Wink features are available to enhance a program or
advertisement. By pressing the select button on a standard remote control, a
viewer of a Wink-enhanced program is able to access additional information
regarding such program, including, for example, information on prior episodes or
the program's characters. A viewer watching an advertisement would be able to
access additional information regarding the advertised product and may also be
able to utilize the two-way transmission features to order a product. We have
bundled Wink service with our traditional cable services in both our advanced
analog and digital platforms. Wink services are provided free of charge. Vulcan
Ventures, Inc., a company controlled by Paul G. Allen,
 
                                       100

<PAGE>   103
 
has made an equity investment in Wink. See "Certain Relationships and Related
Transactions."
 
     Various programming networks, including CNN, NBC, ESPN, HBO, Showtime,
Lifetime, VH1, the Weather Channel, and Nickelodeon, are currently producing
over 1,000 hours of Wink-enhanced programming per week. Under certain
revenue-sharing arrangements, we will modify our headend technology to allow
Wink-enabled programming to be offered on our systems. Each time one of our
customers uses Wink to request certain additional information or order an
advertised product we receive fees from Wink.
 
     TELEPHONE SERVICES.  We expect to be able to offer cable telephony services
in the near future using our systems' direct, two-way connections to homes and
other buildings. We are exploring technologies using Internet protocol
telephony, as well as traditional switching technologies that are currently
available, to transmit digital voice signals over our systems. Traditional
switching technologies include standard technologies used to connect the public
switch telephone network. AT&T and other telephone companies have already begun
to pursue strategic partnering and other programs which make it attractive for
us to acquire and develop this alternative Internet protocol technology. For the
last two years, we have sold telephony services as a competitive access provider
in the state of Wisconsin through Marcus FiberLink LLC, one of our subsidiaries.
A competitive access provider provides telecommunication connection to the
Internet. We are currently looking to expand our services as a competitive
access provider into other states.
 
     MISCELLANEOUS SERVICES.  We also offer paging services to our customers in
certain markets. As of June 30, 1999, we had approximately 9,400 paging
customers. We also lease our fiber-optic cable plant and equipment to commercial
and non-commercial users of data and voice telecommunications services.
 
CUSTOMER SERVICE AND COMMUNITY RELATIONS
 
     Providing a high level of service to our customers has been a central
driver of our historical success. Our emphasis on system reliability,
engineering support and superior customer satisfaction is key to our management
philosophy. In support of our commitment to customer satisfaction, we operate a
24-hour customer service hotline in most systems and offer on-time installation
and service guarantees. It is our policy that if an installer is late for a
scheduled appointment the customer receives free installation, and if a service
technician is late for a service call the customer receives a $20 credit. Our
on-time service call rate was 99.8% in 1997, and 99.7% in 1998.
 
     As of June 30, 1999, we maintained eight call centers located in our seven
regions, which are responsible for handling call volume for more than 55% of our
customers. They are staffed with dedicated personnel who provide service to our
customers 24 hours a day, seven days a week. We believe operating regional call
centers allows us to provide "localized" service, which also reduces overhead
costs and improves customer service. We have invested significantly in both
personnel and in equipment to ensure that these call centers are professionally
managed and employ state-of-the-art technology. We also maintain approximately
170 field offices, and employ approximately 2,100 customer service
representatives throughout the systems. Our customer service representatives
receive extensive training to develop customer contact skills and product
knowledge critical to successful sales and high rates of customer retention. We
have approximately 2,300 technical employees who are encouraged to enroll in
courses and attend regularly scheduled on-site seminars conducted by equipment
manufacturers to keep pace with the latest technological developments in the
cable television industry. We utilize surveys, focus
 
                                       101

<PAGE>   104
 
groups and other research tools as part of our efforts to determine and respond
to customer needs. We believe that all of this improves the overall quality of
our services and the reliability of our systems, resulting in fewer service
calls from customers.
 
     We are also committed to fostering strong community relations in the towns
and cities our systems serve. We support many local charities and community
causes in various ways, including marketing promotions to raise money and
supplies for persons in need and in-kind donations that include production
services and free air-time on major cable networks. Recent charity affiliations
include campaigns for "Toys for Tots," United Way, local theatre, children's
museums, local food banks and volunteer fire and ambulance corps. We also
participate in the "Cable in the Classroom" program, whereby cable television
companies throughout the United States provide schools with free cable
television service. In addition, we install and provide free basic cable service
to public schools, government buildings and non-profit hospitals in many of the
communities in which we operate. We also provide free cable modems and
high-speed Internet access to schools and public libraries in our franchise
areas. We place a special emphasis on education, and regularly award
scholarships to employees who intend to pursue courses of study in the
communications field.
 
SALES AND MARKETING
 
     PERSONNEL RESOURCES.  We have a centralized team responsible for
coordinating the marketing efforts of our individual systems. For most of our
systems with over 30,000 customers we have a dedicated marketing manager, while
smaller systems are handled regionally. We believe our success in marketing
comes in large part from new and innovative ideas, and good interaction between
our corporate office, which handles programs and administration, and our field
offices, which implement the various programs. We are also continually
monitoring the regulatory arena, customer perception, competition, pricing and
product preferences to increase our responsiveness to our customer base. Our
customer service representatives are given the incentive to use their daily
contacts with customers as opportunities to sell our new service offerings.
 
     MARKETING STRATEGY.  Our long-term marketing objective is to increase cash
flow through deeper market penetration and growth in revenue per household. To
achieve this objective and to position our service as an indispensable consumer
service, we are pursuing the following strategies:
 
     - increase the number of rooms per household with cable;
 
     - introduce new cable products and services;
 
     - design product offerings to enable greater opportunity for customer
       choices;
 
     - create a variety of service packages to promote the sale of premium
       services and niche programming;
 
     - offer customers more value through discounted bundling of products;
 
     - increase the availability of advanced digital services within the home;
 
     - target households based on demographic data;
 
     - develop specialized programs to attract former customers, those that have
       never subscribed and illegal users of the service; and
 
     - employ Charter branding of products to promote customer awareness and
       loyalty.
 
                                       102

<PAGE>   105
 
     We have innovative marketing programs which utilize market research on
selected systems, compare the data to national research and tailor a marketing
program for individual markets. We gather detailed customer information through
our regional marketing representatives and use Claritas Corporation's
geodemographic data program and consulting services to create unique packages of
services and marketing programs. These marketing efforts and the follow-up
analysis provide consumer information down to the city block or suburban
subdivision level, which allows us to create very targeted marketing programs.
 
     We seek to maximize our revenue per customer through the use of "tiered"
packaging strategies to market premium services and to develop and promote niche
programming services.
 
     We regularly use targeted direct mail campaigns to sell these tiers and
services to our existing customer base. We are developing an in-depth profile
database that goes beyond existing and former customers to include all homes
passed. This database information is expected to improve our targeted direct
marketing efforts, bringing us closer toward our objective of increasing total
customers as well as sales per customer for both new and existing customers. For
example, using customer profile data currently available, we are able to
identify those customers that have children under a specified age who do not
currently subscribe to The Disney Channel, which then enables us to target our
marketing efforts with respect to The Disney Channel to specific addresses. In
1998, we were chosen by Claritas, sponsor of a national marketing competition
across all industries, as the first place winner in their media division, which
includes cable systems operations, telecommunications and newspapers, for our
national segmenting and targeted marketing program.
 
     Our marketing professionals have also received numerous industry awards
within the last two years, including the Cable and Telecommunication Association
of Marketers' awards for consumer research and best advertising and marketing
programs.
 
     In 1998, we introduced a new package of premium services. Customers receive
a substantial discount on bundled premium services of HBO, Showtime, Cinemax and
The Movie Channel. We were able to negotiate favorable terms with premium
networks, which allowed minimal impact on margins and provided substantial
volume incentives to grow the premium category. The MVP package has increased
premium household penetration, premium revenue and cash flow. As a result of
this package, HBO recognized us as a top performing customer. We are currently
introducing this same premium strategy in the systems we have recently acquired.
 
     We expect to continue to invest significant amounts of time, effort and
financial resources in the marketing and promotion of new and existing services.
To increase customer penetration and increase the level of services used by our
customers, we utilize a coordinated array of marketing techniques, including
door-to-door solicitation, telemarketing, media advertising and direct mail
solicitation. We believe we have one of the cable television industry's highest
success rates in attracting and retaining customers who have never before
subscribed to cable television. Historically, "nevers" are the most difficult
customer to attract. Furthermore, we have succeeded in retaining these "nevers."
 
PROGRAMMING SUPPLY
 
     GENERAL.  We believe that offering a wide variety of conveniently scheduled
programming is an important factor influencing a customer's decision to
subscribe to and
 
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retain our cable services. We devote considerable resources to obtaining access
to a wide range of programming that we believe will appeal to both existing and
potential customers of basic and premium services. We rely on extensive market
research, customer demographics and local programming preferences to determine
channel offerings in each of our markets. See "-- Sales and Marketing."
 
     PROGRAMMING SOURCES.  We obtain basic and premium programming from a number
of suppliers, usually pursuant to a written contract. We obtain approximately
50% of our programming through contracts entered into directly with a
programming supplier. We obtain the rest of our programming through TeleSynergy,
Inc. which offers its partners contract benefits in buying programming by virtue
of volume discounts available to a larger buying base. Programming tends to be
made available to us for a flat fee per customer. However, some channels are
available without cost to us. In connection with the launch of a new channel, we
may receive a distribution fee to support the channel launch, a portion of which
is applied to marketing expenses associated with the channel launch. The amounts
we receive in distribution fees are not significant. For home shopping channels,
we may receive a percentage of the amount spent in home shopping purchases by
our customers on channels we carry. In 1998, pro forma for our merger with
Marcus Holdings such revenues totalled approximately $5 million.
 
     Our programming contracts generally continue for a fixed period of time,
usually from three to ten years. Although longer contract terms are available,
we prefer to limit contracts to three years so that we retain flexibility to
change programming and include new channels as they become available. Some
program suppliers offer marketing support or volume discount pricing structures.
Some of our programming agreements with premium service suppliers offer cost
incentives under which premium service unit prices decline as certain premium
service growth thresholds are met.
 
     PROGRAMMING COSTS.  Our cable programming costs have increased in recent
years and are expected to continue to increase due to factors including:
 
     - system acquisitions;
 
     - additional programming being provided to customers;
 
     - increased cost to produce or purchase cable programming; and
 
     - inflationary increases.
 
The combined programming cost of Charter Holdings, CCA Group and CharterComm
Holdings were equal to approximately 21% of revenues in 1998. In every year we
have operated, our costs to acquire programming have exceeded customary
inflationary and cost-of-living type increases. Sports programming costs have
increased significantly over the past several years. In addition, contracts to
purchase sports programming sometimes contain built-in cost increases for
programming added during the term of the contract which we may or may not have
the option to add to our service offerings.
 
     Under rate regulation of the Federal Communications Commission, cable
operators may increase their rates to customers to cover increased costs for
programming, subject to certain limitations. See "Regulation and Legislation."
We now contract through TeleSynergy for approximately 50% of our programming. We
believe our partnership in TeleSynergy limited increases in our programming
costs relative to what the increases would otherwise have been. However, given
our increased size and purchasing ability, the effect may not be material. This
is because some programming suppliers offer advantageous pricing terms to cable
operators whose number of customers exceeds thresholds established by such
programming suppliers. Our increase in size as a result of our merger with
Marcus Holdings and our recent and pending acquisitions should provide
 
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increased bargaining power, whether or not through TeleSynergy, resulting in an
ability to limit increases in programming costs. Management believes it will, as
a general matter, be able to pass increases in its programming costs through to
customers, although we cannot assure you that it will be possible.
 
RATES
 
     Pursuant to the FCC's rules, we have set rates for cable-related equipment,
such as converter boxes and remote control devices, and installation services.
These rates are based on actual costs plus a 11.25% rate of return, and we have
separated these charges from our charges for providing the cable service.
 
     Rates charged to customers vary based on the market served and service
selected, and are typically adjusted on an annual basis. As of June 30, 1999,
the average monthly fee was $11.36 for basic service and $20.66 for expanded
basic service. Regulation of the expanded basic service was eliminated by
federal law as of March 31, 1999 and such rates are now based on market
conditions. A one-time installation fee, which may be waived in part during
certain promotional periods, is charged to new customers. We believe our rate
practices are in accordance with Federal Communications Commission Guidelines
and are consistent with those prevailing in the industry generally. See
"Regulation and Legislation."
 
THEFT PROTECTION
 
     The unauthorized tapping of cable plant and the unauthorized receipt of
programming using cable converters purchased through unauthorized sources are
problems which continue to challenge the entire cable industry. We have adopted
specific measures to combat the unauthorized use of our plant to receive
programming. For instance, in several of our regions, we have instituted a
"perpetual audit" whereby each technician is required to check at least four
other nearby residences during each service call to determine if there are any
obvious signs of piracy, namely, a drop line leading from the main cable line
into other homes. Addresses where the technician observes drop lines are then
checked against our customer billing records. If the address is not found in the
billing records, a sales representative calls on the unauthorized user to
correct the "billing discrepancy" and persuade the user to become a formal
customer. In our experience, approximately 25% of unauthorized users who are
solicited in this fashion become customers. Billing records are then closely
monitored to guard against these new customers reverting to their status as
unauthorized users. Unauthorized users who do not convert are promptly
disconnected and, in certain instances, flagrant violators are referred for
prosecution. In addition, we have prosecuted individuals who have sold cable
converters programmed to receive our signals without proper authorization.
 
FRANCHISES
 
     As of June 30, 1999, our systems operated pursuant to an aggregate of 1,247
franchises, permits and similar authorizations issued by local and state
governmental authorities. Each franchise is awarded by a governmental authority
and is usually not transferable unless the granting governmental authority
consents. Most franchises are subject to termination proceedings in the event of
a material breach. In addition, most franchises require us to pay the granting
authority a franchise fee of up to 5.0% of gross revenues generated by cable
television services under the franchise, i.e., the maximum amount that may be
charged under the Communications Act.
 
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<PAGE>   108
 
     Our franchises have terms which range from 4 years to more than 32 years.
Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. This process usually takes three
years but can take a longer period of time and often involves substantial
expense. The Communications Act provides for an orderly franchise renewal
process in which granting authorities may not unreasonably withhold renewals. If
a renewal is withheld and the granting authority takes over operation of the
affected cable system or awards it to another party, the granting authority must
pay the existing cable operator the "fair market value" of the system. The
Communications Act also established comprehensive renewal procedures requiring
that an incumbent franchisee's renewal application be evaluated on its own merit
and not as part of a comparative process with competing applications. In
connection with the franchise renewal process, many governmental authorities
require the cable operator make certain commitments, such as technological
upgrades to the system, which may require substantial capital expenditures. We
cannot assure you, however, that any particular franchise will be renewed or
that it can be renewed on commercially favorable terms. Our failure to obtain
renewals of our franchises, especially those in major metropolitan areas where
we have the most customers, would have a material adverse effect on our
business, results of operations and financial condition. See "Risk Factors--Our
Industry--Our franchises are subject to non-renewal or termination." The
following table summarizes our systems' franchises by year of expiration, and
approximate number of basic customers as of June 30, 1999, and does not reflect
acquisitions closed since June 30, 1999 and pending acquisitions.
 

<TABLE>
<CAPTION>
                                                PERCENTAGE                   PERCENTAGE
                                  NUMBER OF      OF TOTAL     TOTAL BASIC     OF TOTAL
YEAR OF FRANCHISE EXPIRATION      FRANCHISES    FRANCHISES     CUSTOMERS     CUSTOMERS
----------------------------      ----------    ----------    -----------    ----------
<S>                               <C>           <C>           <C>            <C>
Prior to December 31, 1999......      132           10%          382,700          14%
2000 to 2002....................      234           19%          602,100          22%
2003 to 2005....................      263           21%          519,200          19%
2006 or after...................      618           50%        1,231,000          45%
                                    -----          ---         ---------        ----
     Total......................    1,247          100%        2,735,000         100%
</TABLE>

 
     Under the Telecommunications Act of 1996, cable operators are not required
to obtain franchises in order to provide telecommunications services, and
granting authorities are prohibited from limiting, restricting or conditioning
the provision of such services. In addition, granting authorities may not
require a cable operator to provide telecommunications services or facilities,
other than institutional networks, as a condition of an initial franchise grant,
a franchise renewal, or a franchise transfer. The 1996 Telecom Act also limits
franchise fees to an operator's cable-related revenues and clarifies that they
do not apply to revenues that a cable operator derives from providing new
telecommunications services.
 
     We believe our relations with the franchising authorities under which our
systems are operated are generally good. Substantially all of the material
franchises relating to our systems eligible for renewal have been renewed or
extended at or prior to their stated expiration dates.
 
COMPETITION
 
     We face competition in the areas of price, service offerings, and service
reliability. We compete with other providers of television signals and other
sources of home entertainment. In addition, as we expand into additional
services such as digital television,
 
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Internet access, interactive services and telephony, we face competition from
other cable systems operators providing such services as well as from other
providers of each type of service we will provide.
 
     To date, we believe that we have not lost a significant number of
customers, or a significant amount of revenue, to our competitors' systems.
However, competition from other providers of the technologies we expect to offer
in the future may have a negative impact on our business in the future.
 
     Through mergers such as the recent merger of Tele-Communications, Inc. and
AT&T, customers will come to expect a variety of services from a single
provider. While the TCI/AT&T merger has no direct or immediate impact on our
business, it encourages providers of cable and telecommunications services to
expand their service offerings. It also encourages consolidation in the cable
industry as cable operators recognize the competitive benefits of a large
customer base and expanded financial resources.
 
     Key competitors today include:
 
     - BROADCAST TELEVISION.  Cable television has long competed with broadcast
television, which consists of television signals that the viewer is able to
receive without charge using a traditional "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. The recent licensing of digital spectrum by the Federal
Communications Commission will provide incumbent television broadcast licensees
with the ability to deliver high definition television pictures and multiple
digital-quality program streams, as well as advanced digital services such as
subscription video.
 
     - DBS.  Direct broadcast satellite, known as DBS, is a satellite service of
one or more entertainment or information program channels that can be received
directly using an antenna on the subscriber's premises. DBS has emerged as
significant competition to cable systems. The DBS industry has grown rapidly
over the last several years, far exceeding the growth rate of the cable
television industry, and now serves approximately 10 million subscribers
nationwide. DBS service allows the subscriber to receive video services directly
via satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing the typical cable system. DBS, however, is limited in the local
programming it can provide because of the current capacity limitations of
satellite technology. In addition, existing copyright rules restrict the ability
of DBS providers to offer local broadcast programming. Congress is now
considering legislation that would remove these legal obstacles. After recent
mergers, the two primary DBS providers are DirecTV, Inc., and EchoStar
Communications Corporation. America Online Inc., the nation's leading provider
of Internet services has recently announced a plan to invest $1.5 billion in
Hughes Electronics Corp., DirecTV, Inc.'s parent company, and these companies
intend to jointly market America Online's prospective Internet television
service to DirecTV's DBS customers.
 
     - TRADITIONAL OVERBUILDS.  Cable television systems are operated under
non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. Although still relatively
uncommon, it is possible that a franchising authority, which is the government
entity that grants a cable operator a franchise to construct and operate a cable
television system within the bounds of that entity's governmental authority,
might grant a second franchise to another cable operator. That franchise might
contain terms and conditions more favorable than those afforded us. In addition,
entities willing to establish an open video system, under which they offer
 
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<PAGE>   110
 
unaffiliated programmers non-discriminatory access to a portion of the system's
cable system, may be able to avoid local franchising requirements. Well financed
businesses from outside the cable industry, such as the public utilities which
already possess fiber optic and other transmission lines in the areas they serve
may over time become competitors. There has been a recent increase in the number
of cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. Constructing a competing cable system is a
capital intensive process which involves a high degree of risk. We believe that
in order to be successful, a competitor's overbuild would need to be able to
serve the homes and businesses in the overbuilt area on a more cost-effective
basis than us. Any such overbuild operation would require either significant
access to capital or access to facilities already in place that are capable of
delivering cable television programming.
 
     We are aware of overbuild situations in six of our systems located in
Newnan, Columbus and West Point, Georgia; Barron, Wisconsin; and Lanett and
Valley, Alabama. Approximately 44,000 basic customers, approximately 1.6% of our
total basic customers, are passed by these overbuilds. Additionally, we have
been notified that franchises have been awarded, and present potential overbuild
situations, in four of our systems located in Southlake, Roanoke and Keller,
Texas and Willimantic, Connecticut. These potential overbuild areas service an
aggregate of approximately 45,000 basic customers or approximately 1.6% of our
total basic customers. In response to such overbuilds, these systems have been
designated priorities for the upgrade of cable plant and the launch of new and
enhanced services. We have upgraded each of these systems to at least 750
megahertz two-way HFC architecture, with the exceptions of our systems in
Columbus, Georgia, and Willimantic, Connecticut. Upgrades to at least 750
megahertz two-way HFC architecture with respect to these two systems are
expected to be completed by December 31, 2000 and December 31, 2001,
respectively.
 
     - TELEPHONE COMPANIES.  The competitive environment has been significantly
affected both by technological developments and regulatory changes enacted in
The Telecommunications Act of 1996 which were designed to enhance competition in
the cable television and local telephone markets. Federal cross-ownership
restrictions historically limited entry by local telephone companies into the
cable television business. The 1996 Telecom Act modified this cross-ownership
restriction, making it possible for local exchange carriers who have
considerable resources to provide a wide variety of video services competitive
with services offered by cable systems.
 
     As we expand our offerings to include telecommunications services, we will
be subject to competition from other telecommunications providers. The
telecommunications industry is highly competitive and includes competitors with
greater financial and personnel resources, who have brand name recognition and
long-standing relationships with regulatory authorities. Moreover, mergers,
joint ventures and alliances among franchised, wireless or private cable
television operators, local exchange carriers and others may result in providers
capable of offering cable television, Internet and telecommunications services
in direct competition with us.
 
     Several telephone companies have obtained or are seeking cable television
franchises from local governmental authorities and are constructing cable
systems. Cross-subsidization by local exchange carriers of video and telephony
services poses a strategic advantage over cable operators seeking to compete
with local exchange carriers that provide video services. In addition, local
exchange carriers provide facilities for the transmission and distribution of
voice and data services, including Internet services, in competition with our
existing or potential interactive services ventures and businesses, including
Internet service, as well as
 
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data and other non-video services. We cannot predict the likelihood of success
of the broadband services offered by our competitors or the impact on us of such
competitive ventures. The entry of telephone companies as direct competitors in
the video marketplace, however, is likely to become more widespread and could
adversely affect the profitability and valuation of the systems.
 
     - SMATV.  Additional competition is posed by satellite master antenna
television systems, known as "SMATV systems," serving multiple dwelling units.
SMATV systems are systems using one central antenna to receive signals and
deliver them to a concentrated grouping of television sets. Multiple dwelling
units are units that include condominiums, apartment complexes and private
residential communities. These private cable systems may enter into exclusive
agreements with multiple dwelling units, which may preclude us from serving
residents of these private complexes. These private cable systems can offer both
improved reception of local television stations and many of the same
satellite-delivered program services which are offered by cable systems. SMATV
systems currently benefit from operating advantages not available to franchised
cable systems, including fewer regulatory burdens and no requirement to service
low density or economically depressed communities. In addition, some of our
current and potential competitors may be exempt from some or all of the
regulations that we are subject to, and this could provide these competitors
with a competitive advantage to certain of our current and potential
competitors.
 
     - WIRELESS DISTRIBUTION.  Cable television systems also compete with
wireless program distribution services such as multi-channel multipoint
distribution systems or "wireless cable," known as MMDS. MMDS is a collection of
various distribution services and microwave radio authorizations that can be
combined to provide up to 28 channels of entertainment, education and
information. MMDS uses low-power microwave frequencies to transmit television
programming over-the-air to paying customers. Wireless distribution services
generally provide many of the programming services provided by cable systems,
and digital compression technology is likely to increase significantly the
channel capacity of their systems both analog and digital MMDS services require
unobstructed "line of sight" transmission paths. While no longer as significant
a competitor, analog MMDS has impacted our customer growth in Riverside and
Sacramento, California and Missoula, Montana. Digital MMDS is a more significant
competitor, presenting potential challenges to us in Los Angeles, California and
Atlanta, Georgia.
 
PROPERTIES
 
     Our principal physical assets consist of cable television plant and
equipment, including signal receiving, encoding and decoding devices, headend
reception facilities, distribution systems and customer drop equipment for each
of its cable television systems. Our cable television plant and related
equipment are generally attached to utility poles under pole rental agreements
with local public utilities and telephone companies, and in certain locations
are buried in underground ducts or trenches. The physical components of our
cable television systems require maintenance and periodic upgrading to keep pace
with technological advances. We own or lease real property for signal reception
sites and business offices in many of the communities served by its systems and
for its principal executive offices. We own most of our service vehicles.
 
     We own the real property housing our regional data center in Town &
Country, Missouri, as well as the regional office for the Northeast Region in
Newtown, Connecticut and additional owned real estate located in Hickory, North
Carolina; Hammond,
 
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Louisiana; and West Sacramento and San Luis Obispo, California. In addition, we
lease space for our regional data center located in Dallas, Texas and additional
locations for business offices throughout our operating regions. Our headend
locations are generally located on owned or leased parcels of land, and we
generally own the towers on which our equipment is located.
 
     All of our properties and assets are subject to liens securing payment of
indebtedness under the existing credit facilities. We believe that our
properties are in good operating condition and are suitable and adequate for our
business operations.
 
EMPLOYEES
 
     Neither Charter Holdings nor Charter Capital has any employees. As of June
30, 1999, our operating subsidiaries had approximately 4,980 full-time
equivalent employees of which 280 were represented by the International
Brotherhood of Electrical Workers. We believe we have a good relationship with
such employees and have never experienced a work stoppage.
 
INSURANCE
 
     We have insurance to cover risks incurred in the ordinary course of
business, including general liability, property coverage, business interruption
and workers' compensation insurance in amounts typical of similar operators in
the cable industry and with reputable insurance providers. As is typical in the
cable industry, we do not insure our underground plant. We believe our insurance
coverage is adequate.
 
LEGAL PROCEEDINGS
 
     We are involved from time to time in routine legal matters incidental to
our business. We believe that the resolution of such matters will not have a
material adverse impact on our financial position or results of operations.
 
ADDITIONAL INFORMATION
 
     We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 to register this exchange offer. This prospectus, which
forms a part of the registration statement, does not contain all the information
included in that registration statement. For further information about us and
the new notes offered in this prospectus, you should refer to the registration
statement and its exhibits. You may read and copy any document we file with the
Securities and Exchange Commission at the public reference facilities maintained
by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Securities and Exchange Commission's regional
offices at 3475 Lenox Road, N.E., Suite 1000, Atlanta, Georgia 30326-1232.
Copies of such material may be obtained from the Public Reference Section of the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You can also review such material by accessing the
Securities and Exchange Commission's internet web site at http://www.sec.gov.
This site contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Securities and
Exchange Commission.
 
     We intend to furnish to each holder of the new notes annual reports
containing audited financial statements and quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year. We will also furnish to each holder of the new notes such other reports as
may be required by law.
 
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<PAGE>   113
 
                           REGULATION AND LEGISLATION
 
     The following summary addresses the key regulatory developments and
legislation affecting the cable television industry.
 
     The operation of a cable system is extensively regulated by the Federal
Communications Commission, some state governments and most local governments.
The 1996 Telecom Act has altered the regulatory structure governing the nation's
communications providers. It removes barriers to competition in both the cable
television market and the local telephone market. Among other things, it also
reduces the scope of cable rate regulation and encourages additional competition
in the video programming industry by allowing local telephone companies to
provide video programming in their own telephone service areas.
 
     The 1996 Telecom Act requires the Federal Communications Commission to
undertake a host of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
operations, and there have been calls in Congress and at the Federal
Communications Commission to maintain or even tighten cable regulation in the
absence of widespread effective competition.
 
     CABLE RATE REGULATION.  The 1992 Cable Act imposed an extensive rate
regulation regime on the cable television industry, which limited the ability of
cable companies to increase subscriber fees. Under that regime, all cable
systems are subject to rate regulation, unless they face "effective competition"
in their local franchise area. Federal law now defines "effective competition"
on a community-specific basis as requiring satisfaction of conditions rarely
satisfied in the current marketplace.
 
     Although the Federal Communications Commission has established the
underlying regulatory scheme, local government units, commonly referred to as
local franchising authorities, are primarily responsible for administering the
regulation of the lowest level of cable -- the basic service tier, which
typically contains local broadcast stations and public, educational, and
government access channels. Before a local franchising authority begins basic
service rate regulation, it must certify to the Federal Communications
Commission that it will follow applicable federal rules. Many local franchising
authorities have voluntarily declined to exercise their authority to regulate
basic service rates. Local franchising authorities also have primary
responsibility for regulating cable equipment rates. Under federal law, charges
for various types of cable equipment must be unbundled from each other and from
monthly charges for programming services.
 
     As of June 30, 1999, approximately 21% of our local franchising authorities
were certified to regulate basic tier rates. The 1992 Cable Act permits
communities to certify and regulate rates at any time, so that it is possible
that additional localities served by the systems may choose to certify and
regulate rates in the future.
 
     The Federal Communications Commission itself directly administers rate
regulation of cable programming service tiers, which is expanded basic
programming offering more services than basic programming, which typically
contain satellite-delivered programming. Under the 1996 Telecom Act, the Federal
Communications Commission can regulate cable programming service tier rates only
if a local franchising authority first receives at least two rate complaints
from local subscribers and then files a formal complaint with the Federal
Communications Commission. When new cable programming service tier rate
complaints are filed, the Federal Communications Commission considers only
whether the incremental increase is justified and it will not reduce the
previously established cable
 
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programming service tier rate. We currently have rate complaints relating to
approximately 240,000 subscribers pending at the Federal Communications
Commission. Significantly, the Federal Communications Commission's authority to
regulate cable programming service tier rates expired on March 31, 1999. The
Federal Communications Commission has taken the position that it will still
adjudicate cable programming service tier complaints filed after this sunset
date, but no later than 180 days after the last cable programming service tier
rate increase imposed prior to March 31, 1999, and will strictly limit its
review, and possibly refund orders, to the time period predating the sunset
date. We do not believe any adjudications regarding these pre-sunset complaints
will have a material adverse effect on our business. The elimination of cable
programming service tier regulation, which is the rate regulation of a
particular level of packaged programming services, typically referring to the
expanded basic level of services, in a prospective basis affords us
substantially greater pricing flexibility.
 
     Under the rate regulations of the Federal Communications Commission, most
cable systems were required to reduce their basic service tier and cable
programming service tier rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The Federal Communications Commission
has modified its rate adjustment regulations to allow for annual rate increases
and to minimize previous problems associated with regulatory lag. Operators also
have the opportunity to bypass this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Cost of service regulation is a traditional form of rate
regulation, under which a utility is allowed to recover its costs of providing
the regulated service, plus a reasonable profit. The Federal Communications
Commission and Congress have provided various forms of rate relief for smaller
cable systems owned by smaller operators. Premium cable services offered on a
per-channel or per-program basis remain unregulated, as do affirmatively
marketed packages consisting entirely of new programming product. However,
federal law requires that the basic service tier be offered to all cable
subscribers and limits the ability of operators to require purchase of any cable
programming service tier if a customer seeks to purchase premium services
offered on a per-channel or per-program basis, subject to a technology exception
which sunsets in 2002.
 
     As noted above, regulation by the Federal Communications Commission of
cable programming service tier rates for all systems, regardless of size, sunset
pursuant to the 1996 Telecom Act on March 31, 1999. Certain legislators,
however, have called for new rate regulations if unregulated cost rates increase
dramatically. The 1996 Telecom Act also relaxes existing "uniform rate"
requirements by specifying that uniform rate requirements do not apply where the
operator faces "effective competition," and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing still may
be made to the Federal Communications Commission.
 
     CABLE ENTRY INTO TELECOMMUNICATIONS.  The 1996 Telecom Act creates a more
favorable environment for us to provide telecommunication services beyond
traditional video delivery. It provides that no state or local laws or
regulations may prohibit or have the effect of prohibiting any entity from
providing any interstate or intrastate telecommunications service. A cable
operator is authorized under the 1996 Telecom Act to provide telecommunication
services without obtaining a separate local franchise. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public safety and welfare, service quality, and consumer protection.
State and local governments also retain their authority to manage the public
rights-of-way and may require
 
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reasonable, competitively neutral compensation for management of the public
rights-of-way when cable operators provide telecommunications service. The
favorable pole attachment rates afforded cable operators under federal law can
be gradually increased by utility companies owning the poles, beginning in 2001,
if the operator provides telecommunications service, as well as cable service,
over its plant. The Federal Communications Commission recently clarified that a
cable operator's favorable pole rates are not endangered by the provision of
Internet access.
 
     Cable entry into telecommunications will be affected by the regulatory
landscape now being developed by the Federal Communications Commission and state
regulators. One critical component of the 1996 Telecom Act to facilitate the
entry of new telecommunications providers, including cable operators, is the
interconnection obligation imposed on all telecommunications carriers. In July
1997, the Eighth Circuit Court of Appeals vacated certain aspects of the Federal
Communications Commission initial interconnection order but most of that
decision was reversed by the U.S. Supreme Court in January 1999. The Supreme
Court effectively upheld most of the Federal Communications Commission
interconnection regulations. Although these regulations should enable new
telecommunications entrants to reach viable interconnection agreements with
incumbent carriers, many issues, including whether the Federal Communications
Commission ultimately can mandate that incumbent carriers make available
specific network elements, remains subject to further Federal Communications
Commission review. Aggressive regulation by the Federal Communications
Commission in this area, if upheld by the courts, would make it easier for us to
provide telecommunications service.
 
     INTERNET SERVICE.  Although there is at present no significant federal
regulation of cable system delivery of Internet services, and the Federal
Communications Commission recently issued a report to Congress finding no
immediate need to impose such regulation, this situation may change as cable
systems expand their broadband delivery of Internet services. In particular,
proposals have been advanced at the Federal Communications Commission and
Congress that would require cable operators to provide access to unaffiliated
Internet service providers and online service providers. Certain Internet
service providers also are attempting to use existing modes of access that are
commercially leased to gain access to cable system delivery. A petition on this
issue is now pending before the Federal Communications Commission. Finally, some
local franchising authorities are considering the imposition of mandatory
Internet access requirements as part of cable franchise renewals or transfers. A
federal district court in Portland, Oregon recently upheld the legal ability of
local franchising authority to impose such conditions, but an appeal has been
filed. Other local authorities have imposed or may impose mandatory Internet
access requirements on cable operators. These developments could, if they become
widespread, burden the capacity of cable systems and complicate our own plans
for providing Internet service.
 
     TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION.  The 1996 Telecom Act allows
telephone companies to compete directly with cable operators by repealing the
historic telephone company/cable cross-ownership ban. Local exchange carriers,
including the regional telephone companies, can now compete with cable operators
both inside and outside their telephone service areas with certain regulatory
safeguards. Because of their resources, local exchange carriers could be
formidable competitors to traditional cable operators, and certain local
exchange carriers have begun offering cable service.
 
     Various local exchange carriers currently are seeking to provide video
programming services within their telephone service areas through a variety of
distribution methods,
 
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<PAGE>   116
 
including both the deployment of broadband wire facilities and the use of
wireless transmission.
 
     Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. The Fifth Circuit Court of Appeals recently reversed
certain of the Federal Communications Commission's open video system rules,
including its preemption of local franchising. That decision may be subject to
further appeal. It is unclear what effect this ruling will have on the entities
pursuing open video system operation.
 
     Although local exchange carriers and cable operators can now expand their
offerings across traditional service boundaries, the general prohibition remains
on local exchange carrier buyouts of co-located cable systems. Co-located cable
systems are cable systems serving an overlapping territory. Cable operator
buyouts of co-located local exchange carrier systems, and joint ventures between
cable operators and local exchange carriers in the same market. The 1996 Telecom
Act provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption." The 1996 Telecom Act also provides
the Federal Communications Commission with the limited authority to grant
waivers of the buyout prohibition.
 
     ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE TELEVISION.  The 1996
Telecom Act provides that registered utility holding companies and subsidiaries
may provide telecommunications services, including cable television,
notwithstanding the Public Utility Holding Company Act. Electric utilities must
establish separate subsidiaries, known as "exempt telecommunications companies"
and must apply to the Federal Communications Commission for operating authority.
Like telephone companies, electric utilities have substantial resources at their
disposal, and could be formidable competitors to traditional cable systems.
Several such utilities have been granted broad authority by the Federal
Communications Commission to engage in activities which could include the
provision of video programming.
 
     ADDITIONAL OWNERSHIP RESTRICTIONS.  The 1996 Telecom Act eliminates
statutory restrictions on broadcast/cable cross-ownership, including broadcast
network/cable restrictions, but leaves in place existing Federal Communications
Commission regulations prohibiting local cross-ownership between co-located
television stations and cable systems.
 
     Pursuant to the 1992 Cable Act, the Federal Communications Commission
adopted rules precluding a cable system from devoting more than 40% of its
activated channel capacity to the carriage of affiliated national video program
services. Although the 1992 Cable Act also precluded any cable operator from
serving more than 30% of all U.S. domestic cable subscribers, this provision has
been stayed pending further judicial review and Federal Communications
Commission rulemaking.
 
     MUST CARRY/RETRANSMISSION CONSENT.  The 1992 Cable Act contains broadcast
signal carriage requirements. Broadcast signal carriage is the transmission of
broadcast television signals over a cable system to cable customers. These
requirements, among other things, allow local commercial television broadcast
stations to elect once every three years between a "must carry" status or a
"retransmission consent" status. Less popular stations typically elect must
carry, which is the broadcast signal carriage requirement that allows local
 
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<PAGE>   117
 
commercial television broadcast stations to require a cable system to carry the
station. More popular stations, such as those affiliated with a national
network, typically elect retransmission consent, which is the broadcast signal
carriage requirement that allows local commercial television broadcast stations
to negotiate for payments for granting permission to the cable operator to carry
the stations. Must carry requests can dilute the appeal of a cable system's
programming offerings because a cable system with limited channel capacity may
be required to forego carriage of popular channels in favor of less popular
broadcast stations electing must carry. Retransmission consent demands may
require substantial payments or other concessions. Either option has a
potentially adverse effect on our business. The burden associated with must
carry may increase substantially if broadcasters proceed with planned conversion
to digital transmission and the Federal Communications Commission determines
that cable systems must carry all analog and digital broadcasts in their
entirety. This burden would reduce capacity available for more popular video
programming and new internet and telecommunication offerings. A rulemaking is
now pending at the Federal Communications Commission regarding the imposition of
dual digital and analog must carry.
 
     ACCESS CHANNELS.  Local franchising authorities can include franchise
provisions requiring cable operators to set aside certain channels for public,
educational and governmental access programming. Federal law also requires cable
systems to designate a portion of their channel capacity, up to 15% in some
cases, for commercial leased access by unaffiliated third parties. The Federal
Communications Commission has adopted rules regulating the terms, conditions and
maximum rates a cable operator may charge for commercial leased access use. We
believe that requests for commercial leased access carriages have been
relatively limited. A new request has been forwarded to the Federal
Communications Commission, however, requesting that unaffiliated Internet
service providers be found eligible for commercial leased access. Although we do
not believe such use is in accord with the governing statute, a contrary ruling
could lead to substantial leased activity by Internet service providers and
disrupt our own plans for Internet service.
 
     ACCESS TO PROGRAMMING.  To spur the development of independent cable
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring their cable operators over new competitors and requires such
programmers to sell their programming to other multichannel video distributors.
This provision limits the ability of vertically integrated cable programmers to
offer exclusive programming arrangements to cable companies. Recently, there has
been increased interest in further restricting the marketing practices of cable
programmers, including subjecting programmers who are not affiliated with cable
operators to all of the existing program access requirements, and subjecting
terrestrially delivered programming to the program access requirements.
Terrestrially delivered programming is programming delivered other than by
satellite. These changes should not have a dramatic impact on us, but would
limit potential competitive advantages we now enjoy.
 
     INSIDE WIRING; SUBSCRIBER ACCESS.  In an order issued in 1997, the Federal
Communications Commission established rules that require an incumbent cable
operator upon expiration of a multiple dwelling unit service contract to sell,
abandon, or remove "home run" wiring that was installed by the cable operator in
a multiple dwelling unit building. These inside wiring rules are expected to
assist building owners in their attempts to replace existing cable operators
with new programming providers who are willing to pay the building owner a
higher fee, where such a fee is permissible. The Federal
 
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<PAGE>   118
 
Communications Commission has also proposed abrogating all exclusive multiple
dwelling unit service agreements held by incumbent operators, but allowing such
contracts when held by new entrants. In another proceeding, the Federal
Communications Commission has preempted restrictions on the deployment of
private antenna on rental property within the exclusive use of a tenant, such as
balconies and patios. This Federal Communications Commission ruling may limit
the extent to which we along with multiple dwelling unit owners may enforce
certain aspects of multiple dwelling unit agreements which otherwise prohibit,
for example, placement of digital broadcast satellite receiver antennae in
multiple dwelling unit areas under the exclusive occupancy of a renter. These
developments may make it even more difficult for us to provide service in
multiple dwelling unit complexes.
 
     OTHER REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION.  In addition to
the Federal Communications Commission regulations noted above, there are other
regulations of the Federal Communications Commission covering such areas as:
 
     - equal employment opportunity,
 
     - subscriber privacy,
 
     - programming practices, including, among other things,
 
        (1) syndicated program exclusivity, which is a Federal Communications
            Commission rule which requires a cable system to delete particular
            programming offered by a distant broadcast signal carried on the
            system which duplicates the programming for which a local broadcast
            station has secured exclusive distribution rights,
 
        (2) network program nonduplication,
 
        (3) local sports blackouts,
 
        (4) indecent programming,
 
        (5) lottery programming,
 
        (6) political programming,
 
        (7) sponsorship identification,
 
        (8) children's programming advertisements, and
 
        (9) closed captioning,
 
     - registration of cable systems and facilities licensing,
 
     - maintenance of various records and public inspection files,
 
     - aeronautical frequency usage,
 
     - lockbox availability,
 
     - antenna structure notification,
 
     - tower marking and lighting,
 
     - consumer protection and customer service standards,
 
     - technical standards,
 
     - consumer electronics equipment compatibility, and
 
     - emergency alert systems.
 
     The Federal Communications Commission recently ruled that cable customers
must be allowed to purchase cable converters from third parties and established
a multi-year phase-in during which security functions, which would remain in the
operator's exclusive control, would be unbundled from basic converter functions,
which could then be satisfied by third party vendors. The Federal Communications
Commission has the authority to
 
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<PAGE>   119
 
enforce its regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of Federal Communications
Commission licenses needed to operate certain transmission facilities used in
connection with cable operations.
 
     COPYRIGHT.  Cable television systems are subject to federal copyright
licensing covering carriage of television and radio broadcast signals. In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool, that varies depending on the size
of the system, the number of distant broadcast television signals carried, and
the location of the cable system, cable operators can obtain blanket permission
to retransmit copyrighted material included in broadcast signals. The possible
modification or elimination of this compulsory copyright license is the subject
of continuing legislative review and could adversely affect our ability to
obtain desired broadcast programming. We cannot predict the outcome of this
legislative activity. Copyright clearances for nonbroadcast programming services
are arranged through private negotiations.
 
     Cable operators distribute locally originated programming and advertising
that use music controlled by the two principal major music performing rights
organizations, the Association of Songwriters, Composers, Artists and Producers
and Broadcast Music, Inc.. The cable industry and Broadcast Music have reached a
standard licensing agreement, and negotiations with the Association of
Songwriters are ongoing. Although we cannot predict the ultimate outcome of
these industry negotiations or the amount of any license fees we may be required
to pay for past and future use of association-controlled music, we do not
believe such license fees will be significant to our business and operations.
 
     STATE AND LOCAL REGULATION.  Cable television systems generally are
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way. Federal
law now prohibits local franchising authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises. Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
failed to comply with material provisions.
 
     The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, service rates, franchising fees, system construction and maintenance
obligations, system channel capacity, design and technical performance, customer
service standards, and indemnification protections. A number of states,
including Connecticut, subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Although local franchising authorities have
considerable discretion in establishing franchise terms, there are certain
federal limitations. For example, local franchising authorities cannot insist on
franchise fees exceeding 5% of the system's gross cable-related revenues, cannot
dictate the particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming.
 
     Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the local franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a local franchising
authority's consent is required for the purchase or sale of a cable system or
franchise, such local franchising authority may attempt to impose more
 
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<PAGE>   120
 
burdensome or onerous franchise requirements in connection with a request for
consent. Historically, most franchises have been renewed for and consents
granted to cable operators that have provided satisfactory services and have
complied with the terms of their franchise.
 
     Under the 1996 Telecom Act, cable operators are not required to obtain
franchises for the provision of telecommunications services, and local
franchising authorities are prohibited from limiting, restricting, or
conditioning the provision of such services. In addition, local franchising
authorities may not require a cable operator to provide any telecommunications
service or facilities, other than institutional networks under certain
circumstances, as a condition of an initial franchise grant, a franchise
renewal, or a franchise transfer. The 1996 Telecom Act also provides that
franchising fees are limited to an operator's cable-related revenues and do not
apply to revenues that a cable operator derives from providing new
telecommunications services.
 
                                       118

<PAGE>   121
 
                                   MANAGEMENT
 
     Charter Holdings is a holding company with no operations. Charter Capital
is a direct wholly owned finance subsidiary of Charter Holdings that exists
solely for the purpose of serving as co-obligor of the notes and has no
operations. Neither Charter Holdings nor Charter Capital has any employees. We
are managed by Charter Investment pursuant to a management agreement between
Charter Investment and Charter Operating, covering all of our operating
subsidiaries. See "Certain Relationships and Related Transactions."
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The following table sets forth certain information regarding the executive
officers and directors who are responsible for providing significant services
with respect to our management and operations. There are two directors of
Charter Holdings, one director of Charter Capital and three directors of Charter
Investment.
 

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS            AGE                       POSITION
--------------------------------            ---                       --------
<S>                                         <C>   <C>
Paul G. Allen.............................  46    Chairman of the Board of Charter Investment
William D. Savoy..........................  34    Director of Charter Holdings and Charter
                                                  Investment
Jerald L. Kent............................  43    President, Chief Executive Officer and Director
                                                  of Charter Holdings, Charter Capital and Charter
                                                    Investment
Barry L. Babcock..........................  52    Vice Chairman of Charter Investment
Howard L. Wood............................  60    Vice Chairman of Charter Investment
David G. Barford..........................  41    Senior Vice President Operations of Charter
                                                    Investment -- Western Division
Mary Pat Blake............................  44    Senior Vice President -- Marketing and
                                                  Programming of Charter Investment
Eric A. Freesmeier........................  46    Senior Vice President -- Administration of
                                                  Charter Investment
Thomas R. Jokerst.........................  50    Senior Vice President -- Advanced Technology
                                                    Development of Charter Investment
Kent D. Kalkwarf..........................  39    Senior Vice President and Chief Financial Officer
                                                  of Charter Holdings, Charter Capital and Charter
                                                    Investment
Ralph G. Kelly............................  42    Senior Vice President -- Treasurer of Charter
                                                  Holdings, Charter Capital and Charter Investment
David L. McCall...........................  44    Senior Vice President Operations of Charter
                                                    Investment -- Eastern Division
John C. Pietri............................  49    Senior Vice President -- Engineering of Charter
                                                    Investment
Steven A. Schumm..........................  46    Executive Vice President, Assistant to the
                                                  President of Charter Holdings, Charter Capital
                                                    and Charter Investment
Curtis S. Shaw............................  50    Senior Vice President, General Counsel and
                                                  Secretary of Charter Holdings, Charter Capital
                                                    and Charter Investment
</TABLE>

 
                                       119

<PAGE>   122
 
     The following sets forth certain biographical information with respect to
the executive officers named in the chart above.
 
     PAUL G. ALLEN is the Chairman of the board of directors of Charter
Investment. Mr. Allen has been a private investor for more than five years, with
interests in a wide variety of companies, many of which focus on multimedia
digital communications. Such companies include Interval Research Corporation, of
which Mr. Allen is a director, Vulcan Ventures, Inc., of which Mr. Allen is the
President, Chief Executive Officer and Chairman of the Board, Vulcan Northwest,
Inc., of which Mr. Allen is the Chairman of the Board, Vulcan Programming, Inc.
and Vulcan Cable III. In addition, Mr. Allen is the owner and the Chairman of
the Board of the Portland Trail Blazers of the National Basketball Association,
and is the owner and the Chairman of the Board of the Seattle Seahawks of the
National Football League. Mr. Allen currently serves as a director of Microsoft
Corporation and USA Networks, Inc. and also serves as a director of various
private corporations.
 
     WILLIAM D. SAVOY is a director of Charter Holdings and Charter Investment.
Since 1990, Mr. Savoy has been an officer and a director for many affiliates of
Mr. Allen, including Vice President and a director of Vulcan Ventures, President
of Vulcan Northwest, President and a director of Vulcan Programming and
President and director of Vulcan Cable III. From 1987 until November 1990, Mr.
Savoy was employed by Layered, Inc. and became its President in 1988. Mr. Savoy
serves on the Advisory Board of DreamWorks SKG and also serves as director of
Harbinger Corporation, High Speed Access Corp., Metricom, Inc., Telescan, Inc.,
Ticketmaster Online -- CitySearch, U.S. Satellite Broadcasting Co., Inc., and
USA Networks, Inc. Mr. Savoy holds a B.S. in Computer Science, Accounting and
Finance from Atlantic Union College.
 
     JERALD L. KENT is a co-founder of Charter Investment, and President and
Chief Executive Officer and director of Charter Holdings, Charter Capital and
Charter Investment and has previously held the position of Chief Financial
Officer of Charter Investment. Prior to co-founding Charter Investment, Mr. Kent
was associated with Cencom Cable Associates, Inc., where he served as Executive
Vice President and Chief Financial Officer. Mr. Kent also served Cencom as
Senior Vice President of Finance from May 1987, Senior Vice President of
Acquisitions and Finance from July 1988, and Senior Vice President and Chief
Financial Officer from January 1989. Mr. Kent is a member of the board of
directors of High Speed Access Corp. and Cable Television Laboratories. Prior to
that time, Mr. Kent was employed by Arthur Andersen LLP, certified public
accountants, where he attained the position of tax manager. Mr. Kent, a
certified public accountant, received his undergraduate and M.B.A. degrees with
honors from Washington University (St. Louis).
 
     BARRY L. BABCOCK is a co-founder of Charter Investment and Vice Chairman of
Charter Investment and has been involved in the cable industry since 1979. Prior
to founding Charter Investment in 1994, Mr. Babcock was associated with Cencom,
where he served as the Executive Vice President from February 1986 to September
1991, and was named Chief Operating Officer in May of 1986. Mr. Babcock was one
of the founders of Cencom Cable Associates, Inc. and, prior to the duties he
assumed in early 1986, was responsible for all of Cencom's in-house legal work,
contracts and governmental relations. Mr. Babcock serves as the Chairman of the
board of directors of Community Telecommunications Association. He also serves
as a director of the National Cable Television Association, Cable in the
Classroom and Mercantile Bank -- St. Louis.
 
                                       120

<PAGE>   123
 
Mr. Babcock, an attorney, received his undergraduate and J.D. degrees from the
University of Oklahoma.
 
     HOWARD L. WOOD is a co-founder of Charter Investment and Vice Chairman of
Charter Investment. Prior to founding Charter Investment, Mr. Wood was
associated with Cencom. Mr. Wood joined Cencom as President, Chief Financial
Officer and Director and assumed the additional position of Chief Executive
Officer effective January 1, 1989. Prior to that time, Mr. Wood was a partner in
Arthur Andersen LLP, certified public accountants, where he served as
Partner-in-Charge of the St. Louis Tax Division from 1973 until joining Cencom.
Mr. Wood is a certified public accountant and a member of the American Institute
of Certified Public Accountants. He also serves as a director of VanLiner Group,
Inc., First State Bank and Gaylord Entertainment Company. Mr. Wood also serves
as Commissioner for the Missouri Department of Conservation. He is also a past
Chairman of the Board and former director of the St. Louis College of Pharmacy.
Mr. Wood graduated with honors from Washington University (St. Louis) School of
Business.
 
     DAVID G. BARFORD is Senior Vice President Operations of Charter
Investment -- Western Division, where he has primary responsibility for all
cable operations in the Central, Western, North Central and MetroPlex Regions.
Prior to joining Charter Investment in July 1995, he served as Vice President of
Operations and New Business Development for Comcast Cable, where he held various
senior marketing and operating roles since November 1986. Mr. Barford received a
B.A. degree from California State University, Fullerton and an M.B.A. from
National University in La Jolla, California.
 
     MARY PAT BLAKE is Senior Vice President -- Marketing and Programming of
Charter Investment and is responsible for all aspects of marketing, sales and
programming and advertising sales. Prior to joining Charter Investment in August
1995, Ms. Blake was active in the emerging business sector, and formed Blake
Investments, Inc. in September 1993, which created, operated and sold a branded
coffeehouse and bakery. From September 1990 to August 1993, Ms. Blake served as
Director -- Marketing for Brown Shoe Company. Ms. Blake has 18 years of
experience with senior management responsibilities in marketing, sales, finance,
systems, and general management with companies such as The West Coast Group,
Pepsico Inc.-Taco Bell Division, General Mills, Inc. and ADP Network Services,
Inc. Ms. Blake received a B.S. degree from the University of Minnesota, and an
M.B.A. degree from the Harvard Business School.
 
     ERIC A. FREESMEIER joined Charter Investment as Senior Vice President --
Administration in April 1998 and is responsible for human resources, public
relations and communications, corporate facilities and aviation. From 1986 until
joining Charter Investment, he served in various executive management positions
at Edison Brothers Stores, Inc., a specialty retail company. His most recent
position was Executive Vice President -- Human Resources and Administration.
From 1974 to 1986, Mr. Freesmeier held management and executive positions with
Montgomery Ward, a national mass merchandise retailer, and its various
subsidiaries. Mr. Freesmeier holds Bachelor of Business degrees in marketing and
industrial relations from the University of Iowa and a Masters of Management
degree in finance from Northwestern University's Kellogg Graduate School of
Management.
 
     THOMAS R. JOKERST is Senior Vice President -- Advanced Technology
Development of Charter Investment. Prior to his appointment to this position,
Mr. Jokerst held the position of Senior Vice President -- Engineering since
December 1993. Prior to joining Charter Investment, from March 1991 to March
1993, Mr. Jokerst served as Vice President --
 
                                       121

<PAGE>   124
 
Office of Science and Technology for CableTelevision Laboratories in Boulder,
Colorado. From June 1976 to March 1993, Mr. Jokerst was Director of Engineering
for the midwest region of Continental Cablevision. Mr. Jokerst participates in
professional activities with the NCTA, SCTE and Cable Television Laboratories.
Mr. Jokerst is a graduate of Ranken Technical Institute in St. Louis with a
degree in Communications Electronics and Computer Technology and of Southern
Illinois University in Carbondale, Illinois with a degree in Electronics
Technology.
 
     KENT D. KALKWARF is Senior Vice President and Chief Financial Officer of
Charter Holdings, Charter Capital and Charter Investment. Prior to joining
Charter Investment, Mr. Kalkwarf was a senior tax manager for Arthur Andersen
LLP, from 1982 to July 1995. Mr. Kalkwarf has extensive experience in cable,
real estate and international tax issues. Mr. Kalkwarf has a B.S. degree from
Illinois Wesleyan University and is a certified public accountant.
 
     RALPH G. KELLY is Senior Vice President -- Treasurer of Charter Holdings,
Charter Capital and Charter Investment. Mr. Kelly joined Charter Investment in
1993 as Vice President -- Finance, a position he held until early 1994 when he
became Chief Financial Officer of CableMaxx, Inc., a wireless cable television
operator. Mr. Kelly returned to Charter Investment as Senior Vice
President -- Treasurer in February 1996, and has responsibility for treasury
operations, investor relations and financial reporting. From 1984 to 1993, Mr.
Kelly was associated with Cencom where he held the positions of Controller from
1984 to 1989 and Treasurer from 1990 to 1993. Mr. Kelly is a certified public
accountant and was in the audit division of Arthur Andersen LLP from 1979 to
1984. Mr. Kelly received his undergraduate degree in accounting from the
University of Missouri -- Columbia and his M.B.A. from Saint Louis University.
 
     DAVID L. MCCALL is Senior Vice President Operations of Charter
Investment -- Eastern Division. Mr. McCall joined Charter Investment in January
1995 as Regional Vice President Operations and he has primary responsibility for
all cable system operations managed by Charter Investment in the Southeast,
Southern and Northeast Regions of the United States. Prior to joining Charter
Investment, Mr. McCall was associated with Crown Cable and its predecessor
company, Cencom, from 1983 to 1994. As a Regional Manager of Cencom, Mr.
McCall's responsibilities included supervising all aspects of operations for
systems located in North Carolina, South Carolina and Georgia, consisting of
over 142,000 customers. From 1977 to 1982, Mr. McCall was System Manager of
Coaxial Cable Developers (known as Teleview Cablevision) in Simpsonville, South
Carolina. Mr. McCall has served as a director of the South Carolina Cable
Television Association for the past ten years.
 
     JOHN C. PIETRI joined Charter Investment in November 1998 as Senior Vice
President -- Engineering. Prior to joining Charter Investment, Mr. Pietri was
with Marcus in Dallas, Texas for eight years, most recently serving as Senior
Vice President and Chief Technical Officer. Prior to Marcus, Mr. Pietri served
as Regional Technical Operations Manager for West Marc Communications in Denver,
Colorado, and before that he served as Operations Manager with Minnesota Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.
 
     STEVEN A. SCHUMM is Executive Vice President, Assistant to the President of
Charter Holdings, Charter Capital and Charter Investment. Mr. Schumm joined
Charter Investment in December 1998 and currently directs the MIS Regulatory and
Financial Controls Groups. Prior to joining Charter Investment, Mr. Schumm was
managing partner of the St. Louis office of Ernst & Young LLP. Mr. Schumm was
with Ernst & Young
 
                                       122

<PAGE>   125
 
LLP for 24 years and was a partner of the firm for 14 of those years. Mr. Schumm
held various management positions with Ernst & Young LLP, including the Director
of Tax Services for the three-city area of St. Louis, Kansas City and Wichita
and then National Director of Industry Tax Services. He served as one of 10
members comprising the Firm's National Tax Committee. Mr. Schumm earned a B.S.
degree from St. Louis University with a major in accounting.
 
     CURTIS S. SHAW is Senior Vice President, General Counsel and Secretary of
Charter Holdings, Charter Capital and Charter Investment and is responsible for
all legal aspects of their businesses, government relations and the duties of
the corporate secretary. Mr. Shaw joined Charter Investment in February 1997.
Prior to joining Charter Investment, Mr. Shaw served as corporate Counsel to
NYNEX since 1988. From 1983 until 1988 Mr. Shaw served as Associate General
Counsel for Occidental Chemical Corporation, and, from 1986 until 1988, also as
Vice President and General Counsel of its largest operating division. Mr. Shaw
has 25 years of experience as a corporate lawyer, specializing in mergers and
acquisitions, joint ventures, public offerings, financings, and federal
securities and antitrust law. Mr. Shaw received a B.A. with honors from Trinity
College and a J.D. from Columbia University School of Law.
 
DIRECTOR COMPENSATION
 
     The directors of Charter Holdings and Charter Capital are not entitled to
any compensation for serving as a director, nor are they paid any fees for
attendance at any meeting of the board of directors. Directors may be reimbursed
for the actual reasonable costs incurred in connection with attendance at such
board meetings.
 
EXECUTIVE COMPENSATION
 
     None of the executive officers listed above has ever received any
compensation from Charter Holdings or Charter Capital, nor do such individuals
expect to receive compensation from Charter Holdings or Charter Capital at any
time in the future. Such executive officers receive their compensation from
Charter Investment, except for Mr. McCall, who is compensated by an operating
subsidiary. Charter Investment is entitled to receive management fees from us
for providing its management and consulting services. See "Certain Relationships
and Related Transactions."
 
     The following table sets forth information regarding the compensation paid
by Charter Investment during its last completed fiscal year to the President and
Chief Executive Officer and each of the other four most highly compensated
executive officers as of December 31, 1998. This compensation was paid to these
executive officers by certain of our subsidiaries and affiliates for their
services to these entities.
 
                                       123

<PAGE>   126
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                                  LONG-TERM
                                                                                 COMPENSATION
                                                 ANNUAL COMPENSATION                AWARD
                                       ---------------------------------------   ------------
                              YEAR                                  OTHER         SECURITIES
                              ENDED                                ANNUAL         UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION  DEC. 31   SALARY($)   BONUS($)    COMPENSATION($)    OPTIONS(#)    COMPENSATION($)
---------------------------  -------   ---------   --------    ---------------   ------------   ---------------
<S>                          <C>       <C>         <C>         <C>               <C>            <C>
Jerald L. Kent............    1998      790,481    641,353              --         7,044,127(1)          18,821(2)
  President and Chief
    Executive Officer
Barry L. Babcock..........    1998      575,000    925,000(3)            --               --             41,866(4)
  Vice Chairman
Howard L. Wood............    1998      575,000    675,000(5)            --               --             15,604(6)
  Vice Chairman
David G. Barford..........    1998      220,000    225,000(7)            --               --          8,395,235(8)
  Senior Vice President of
    Operations -- Western
    Division
Curtis S. Shaw............    1998      190,000     80,000               --               --          8,182,303(9)
  Senior Vice President,
    General Counsel and
    Secretary
</TABLE>

 
---------------
 (1) Options for membership interests in Charter Communications Holding Company
     granted pursuant to an employment agreement and a related option agreement.
 
 (2) Includes $4,000 in 401(k) plan matching contribution, $918 in life
     insurance premiums, $418 in gasoline reimbursement and $13,485 attributed
     to personal use of Charter Investment's airplane.
 
 (3) Includes $500,000 earned as a one-time bonus upon signing of an employment
     agreement.
 
 (4) Includes $4,000 in 401(k) plan matching contributions, $2,493 in life
     insurance premiums, $970 in gasoline reimbursement and $34,403 attributed
     to personal use of Charter Investment's airplane.
 
 (5) Includes $250,000 earned as a one-time bonus upon signing of an employment
     agreement.
 
 (6) Includes $4,000 in 401(k) plan matching contributions, $4,050 in life
     insurance premiums, $1,242 in gasoline reimbursement and $6,312 attributed
     to personal use of Charter Investment's airplane.
 
 (7) Includes $150,000 received as a one-time bonus after completion of three
     years of employment.
 
 (8) Includes $4,000 in 401(k) plan matching contribution, $347 in life
     insurance premiums, and $8,390,888 received in March 1999, in connection
     with a one-time change of control payment under the terms of a previous
     equity appreciation rights plan. Such payment was triggered by the
     acquisition of us by Paul G. Allen on December 23, 1998, but is income for
     1999.
 
 (9) Includes $2,529 in 401(k) plan matching contribution, $807 in life
     insurance premiums, and $8,178,967 received in March 1999, in connection
     with a one-time change of control payment under the terms of a previous
     equity appreciation rights plan. Such payment was triggered by the
     acquisition of us by Paul G. Allen on December 23, 1998, but is income for
     1999.
 
                                       124

<PAGE>   127
 
1998 OPTION GRANTS
 
     The following table shows individual grants of options made to certain
executive officers during the fiscal year ended December 31, 1998.
 

<TABLE>
<CAPTION>
                                                                              POTENTIAL REALIZABLE VALUE
                       NUMBER OF                                               AT ASSUMED ANNUAL RATES
                       MEMBERSHIP    % OF TOTAL                                 OF MEMBERSHIP INTEREST
                       INTERESTS      OPTIONS                                     PRICE APPRECIATION
                       UNDERLYING    GRANTED TO                                   FOR OPTION TERM(1)
                        OPTIONS      EMPLOYEES      EXERCISE     EXPIRATION   --------------------------
NAME                    GRANTED       IN 1998         PRICE         DATE          5%            10%
----                   ----------   ------------   -----------   ----------   -----------   ------------
<S>                    <C>          <C>            <C>           <C>          <C>           <C>
Jerald L. Kent.......  7,044,127(2)       100%       $20.00       12/22/08    $88,600,272   $224,530,486
Barry L. Babcock.....         --         --              --             --             --             --
Howard L. Wood.......         --         --              --             --             --             --
David G. Barford.....         --         --              --             --             --             --
Curtis S. Shaw.......         --         --              --             --             --             --
</TABLE>

 
---------------
(1) This column shows the hypothetical gains on the options granted based on
    assumed annual compound price appreciation of 5% and 10% over the full
    ten-year term of the options. The assumed rates of appreciation are mandated
    by the Securities and Exchange Commission and do not represent our estimate
    or projection of future prices.
 
(2) Options for membership interests in Charter Communications Holding Company
    granted pursuant to an employment agreement and a related option agreement
    which amends the options granted under the employment agreement. The
    agreements provide that Mr. Kent receive an option to purchase 3% of the
    equity value of all of the cable systems managed by Charter Investment.
    Accordingly, Mr. Kent currently has an option to purchase 3% of the
    membership interests of Charter Communications Holding Company. The option
    has a term of 10 years and vested one fourth on December 23, 1998, with the
    remaining vesting monthly at a rate of 1/36th on the first of each month for
    months 13 through 48.
 
1998 AGGREGATED OPTION EXERCISES AND OPTION VALUE TABLE
 
     The following table sets forth for certain executive officers information
concerning the options granted during the fiscal year ended December 31, 1998,
and the value of unexercised options as of December 31, 1998.
 

<TABLE>
<CAPTION>
                                           NUMBER OF                  VALUE OF UNEXERCISED
                                     SECURITIES UNDERLYING                IN-THE-MONEY
                                      UNEXERCISED OPTIONS                  OPTIONS AT
                                      AT DECEMBER 31, 1998            DECEMBER 31, 1998(1)
                                  ----------------------------    ----------------------------
                                  EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
                                  -----------    -------------    -----------    -------------
<S>                               <C>            <C>              <C>            <C>
Jerald L. Kent..................   1,761,032       5,283,095              --              --
Barry L. Babcock................          --              --              --              --
Howard L. Wood..................          --              --              --              --
David G. Barford................          --              --              --              --
Curtis S. Shaw..................          --              --              --              --
</TABLE>

 
---------------
(1) No options were in-the-money as of December 31, 1998.
 
                                       125

<PAGE>   128
 
1999 OPTION GRANTS
 
     The following table shows individual grants of options made to certain
executive officers during 1999, as of June 30, 1999. All such grants were made
under the option plan.
 

<TABLE>
<CAPTION>
                            NUMBER OF                                 AGGREGATE VALUE OF OPTIONS TO HOLDER IF
                            MEMBERSHIP                                     CHARTER COMMUNICATIONS, INC.'S
                            INTERESTS                                     COMMON STOCK PRICE PER SHARE AT
                            UNDERLYING                                          SOME FUTURE DATE IS:
                             OPTIONS        EXERCISE     EXPIRATION   ----------------------------------------
NAME                         GRANTED          PRICE         DATE        $22.00        $26.00         $30.00
----                      --------------   -----------   ----------   ----------   ------------   ------------
<S>                       <C>              <C>           <C>          <C>          <C>            <C>
Jerald L. Kent..........            --           --             --           --             --             --
Barry L. Babcock........      65,000         $20.00         2/9/09     $130,000     $  390,000     $  650,000
Howard L. Wood..........      65,000         $20.00         2/9/09     $130,000     $  390,000     $  650,000
David G. Barford........     200,000         $20.00         2/9/09     $400,000     $1,200,000     $2,000,000
Curtis S. Shaw..........     200,000         $20.00         2/9/09     $400,000     $1,200,000     $2,000,000
</TABLE>

 
OPTION PLAN
 
     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 interests 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 consultants of Charter Communications Holding
Company and its affiliates. The plan is intended to promote the long-term
financial interest of Charter Communications Holding Company and its affiliates
by encouraging eligible individuals to acquire an ownership position in Charter
Communications Holding Company and its affiliates and providing incentives for
performance. As of June 30, 1999, there were a total of 9,494,081 options
granted under the plan. Of those, 9,050,881 options were granted on February 9,
1999 with an exercise price of $20.00 and 443,200 options were granted on April
5, 1999 with an exercise price of $20.73. One-fourth of the options granted on
February 9, 1999 vest on April 3, 2000 and the remainder vest 1/45 on each
monthly anniversary following April 3, 2000. One-fourth of the options granted
on April 5, 1999 vest on the 15 month anniversary from April 5, 1999, with the
remainder vesting 1/45 on each monthly anniversary for 45 months following the
15 month anniversary. The options expire after ten years from the date of grant.
Under the terms of the plan, following the consummation of the initial public
offering of Charter Communications, Inc., each membership unit held as a result
of exercise of options will be exchanged automatically for shares of Class A
common stock of Charter Communications, Inc. on a one-for-one basis.
 
     Any unvested options issued under the plan vest immediately upon a change
of control of Charter Communications Holding Company. Options will not vest upon
a change of control, however, to the extent that any such acceleration of
vesting would result in the disallowance of specified tax deductions that would
otherwise be available to Charter Communications Holding Company or any of its
affiliates or to the extent that any optionee would be liable for any excise tax
under a specified section of the tax code. In the plan, a change of control
includes:
 
          (1) a sale of more than 49.9% of the outstanding membership interests
     in the Charter Communications Holding Company, except where Mr. Allen and
     his affiliates retain effective voting control of Charter Communications
     Holding Company;
 
                                       126

<PAGE>   129
 
          (2) a merger or consolidation of Charter Communications Holding
     Company with or into any other corporation or entity, except where Mr.
     Allen and his affiliates retain effective voting control of Charter
     Communications Holding Company; or
 
          (3) any other transactions or event, including a sale of the assets of
     Charter Communications Holding Company, that results in Mr. Allen holding
     less than 50.1% of the voting power of the surviving entity, except where
     Mr. Allen and his affiliates retain effective voting control of Charter
     Communications Holding Company.
 
     If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause prior to an
initial public offering, the optionee has the right, for a period of thirty (30)
days, to put to Charter Communications Holding Company or Mr. Allen at Mr.
Allen's option,
 
     (1) all vested options, and
 
     (2) all membership interests in Charter Communications Holding Company
owned by such optionee, whether or not obtained by the exercise of options
granted under the plan,
 
in each case at a purchase price calculated based on the fair market value of
Charter Communications Holding Company. If an optionee does not exercise his put
right as described above, Charter Communications Holding Company has the right
for a period of sixty (60) days to purchase from the optionee all vested options
at a price equal to an option spread calculated based on fair market value or,
with respect to membership interests, the fair market value of the membership
interests obtained by the exercise of any options. Any such payments would be
paid to the optionee in the form of cash or a ten-year note, at the option of
Mr. Allen or Charter Communications Holding Company.
 
     If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause prior to an
initial public offering, the optionee has the right for a period of sixty (60)
days to exercise any vested options. Any options not so exercised terminate
after this 60-day period. For all purposes under the plan, an initial public
offering includes a public offering of the common stock of Charter
Communications Holding Company's parent.
 
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION MATTERS
 
     The limited liability company agreement of Charter Holdings and the
certificate of incorporation of Charter Capital limit the liability of their
respective directors to the maximum extent permitted by Delaware law. The
Delaware General Corporation Law provides that a limited liability company and a
corporation may eliminate or limit the personal liability of a director for
monetary damages for breach of fiduciary duty as a director, except for
liability for:
 
          (1) any breach of the director's duty of loyalty to the corporation
     and its stockholders;
 
          (2) acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;
 
          (3) unlawful payments of dividends or unlawful stock purchases or
     redemptions; or
 
          (4) any transaction from which the director derived an improper
     personal benefit.
 
                                       127

<PAGE>   130
 
     The limited liability company agreement of Charter Holdings and the by-laws
of Charter Capital provide that directors and officers shall be indemnified for
acts or omissions performed or omitted that are determined, in good faith, to be
in our best interest. No such indemnification is available for actions
constituting bad faith, willful misconduct or fraud.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Charter Holdings
and Charter Capital pursuant to the foregoing provisions, we have been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
 
MANAGEMENT AGREEMENT WITH CHARTER INVESTMENT
 
     We have a management agreement with Charter Investment. The management
agreement provides that Charter Investment will manage us and all of our
subsidiaries on a day-to-day basis, in exchange for fees. See "Certain
Relationship and Related Transactions."
 
                                       128

<PAGE>   131
 
                            PRINCIPAL EQUITY HOLDERS
 
     Charter Holdings is a direct, wholly owned subsidiary of Charter
Communications Holding Company. The beneficial ownership of the equity of
Charter Communications Holding Company is as set forth in the table below.
Charter Capital is a direct, wholly owned finance subsidiary of Charter
Holdings.
 

<TABLE>
<CAPTION>
NAME AND ADDRESS                      CLASS HELD    AMOUNT HELD    PERCENTAGE HELD
----------------                     ------------   -----------    ---------------
<S>                                  <C>            <C>            <C>
Charter Investment, Inc. ..........  Membership     217,585,246(1)      90.02%
  12444 Powerscourt Drive            interests
  St. Louis, MO 63131
 
Vulcan Cable III Inc. .............  Membership      24,119,633(2)       9.98%
  110 110th Street, N.E.             interests
  Suite 500
  Bellevue, WA 98004
</TABLE>

 
---------------
(1) Paul G. Allen may be deemed to be the beneficial owner of these membership
    interests by virtue of his ownership of approximately 97% of Charter
    Investment.
 
(2) Paul G. Allen may be deemed to be the beneficial owner of these membership
    interests by virtue of his ownership of 100% of Vulcan Cable III.
 
     There are several events that may occur in the future. If these events
occur, they will modify the current ownership of Charter Communications Holding
Company. These events include the completion of the initial public offering of
Class A common stock by Charter Communications, Inc., and the additional equity
contributions to Charter Communications Holding Company by Vulcan Cable III. In
addition, Jerald L. Kent, our President and Chief Executive Officer, has an
option to purchase 3% of the equity value of Charter Communications Holding
Company. We are currently unable to determine the percentages of future equity
ownership of Charter Communications Holding Company that will result from any of
these events. Charter Communications Holding Company will continue to own 100%
of Charter Holdings.
 
                                       129

<PAGE>   132
 
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The following sets forth certain transactions in which we and our
directors, executive officers and affiliates, including the directors and
executive officers of Charter Investment, are involved. We believe that each of
the transactions described below was on terms no less favorable to us than could
have been obtained from independent third parties.
 
TRANSACTIONS WITH MANAGEMENT AND OTHERS
 
MERGER WITH MARCUS
 
     On April 23, 1998, Paul G. Allen acquired approximately 99% of the
non-voting economic interests in Marcus Cable, and agreed to acquire the
remaining interests in Marcus Cable. The aggregate purchase price was
approximately $1.4 billion, excluding $1.8 billion in debt assumed. On February
22, 1999, Marcus Holdings was formed, and all of Mr. Allen's interests in Marcus
Cable were transferred to Marcus Holdings on March 15, 1999. On March 31, 1999,
Mr. Allen completed the acquisition of all remaining interests of Marcus Cable.
 
     On December 23, 1998, Mr. Allen acquired approximately 94% of the equity of
Charter Investment for an aggregate purchase price of approximately $2.2
billion, excluding $2.0 billion in debt assumed. On February 9, 1999, Charter
Holdings was formed as a wholly owned subsidiary of Charter Investment. On
February 10, 1999, Charter Operating was formed as a wholly owned subsidiary of
Charter Holdings. All of Charter Investment's equity interests in its operating
subsidiaries were subsequently transferred to Charter Operating. On May 25,
1999, Charter Communications Holding Company was formed as a wholly owned
subsidiary of Charter Investment. All of Charter Investment's equity interests
in Charter Holdings were transferred to Charter Communications Holding Company.
 
     In March 1999, we paid $20 million to Vulcan Northwest, an affiliate of Mr.
Allen, for reimbursement of direct costs incurred in connection with Mr. Allen's
acquisition of Marcus Cable. Such costs were principally comprised of financial,
advisory, legal and accounting fees.
 
     On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter Holdings.
Charter Holdings survived the merger, and the operating subsidiaries of Marcus
Holdings became subsidiaries of Charter Holdings.
 
     At the time we issued the original notes, this merger had not yet occurred.
Consequently, Marcus Holdings was a party to the indentures governing the notes
as a guarantor of our obligations. Charter Holdings loaned some of the proceeds
from the sale of the original notes to Marcus Holdings, which amounts were used
to complete the cash tender offers for then-outstanding notes of subsidiaries of
Marcus Holdings. Marcus Holdings issued a promissory note in favor of Charter
Holdings. The promissory note was in the amount of $1.7 billion, with an
interest rate of 9.92% and a maturity date of April 1, 2007. Marcus Holdings
guaranteed its obligations under the promissory note by entering into a pledge
agreement in favor of Charter Holdings pursuant to which Marcus Holdings pledged
all of its equity interests in Marcus Cable as collateral for the payment and
performance of the promissory note. Charter Holdings pledged this promissory
note to the trustee under the indentures as collateral for the equal and ratable
benefit of the holders of
 
                                       130

<PAGE>   133
 
the notes. Upon the closing of the merger, and in accordance with the terms of
the notes and the indentures:
 
     - the guarantee issued by Marcus Holdings was automatically terminated;
 
     - the promissory note issued by Marcus Holdings was automatically
       extinguished, with no interest having accrued or being paid; and
 
     - the pledge in favor of Charter Holdings of the equity interests in Marcus
       Cable as collateral under the promissory note and the pledge in favor of
       the trustee of the promissory note as collateral for the notes were
       automatically released.
 
MANAGEMENT AGREEMENTS
 
     PREVIOUS MANAGEMENT AGREEMENTS.  Prior to March 18, 1999, pursuant to a
series of management agreements with certain of our subsidiaries, Charter
Investment provided management and consulting services to us. In exchange for
these services, Charter Investment was entitled to receive management fees of 3%
to 5% of the gross revenues of all of our systems plus reimbursement of
expenses. However, our previous credit facilities limited such management fees
to 3% of gross revenues. The balance of management fees payable under the
previous management agreements were accrued. Payment is at the discretion of
Charter Investment. Certain deferred portions of management fees bore interest
at the rate of 8% per annum. Following the closing of our current credit
facilities, the previous management agreements were replaced by a new management
agreement. The other material terms of our previous management agreements are
substantially similar to the material terms of the new management agreement.
 
     PREVIOUS MANAGEMENT AGREEMENT WITH MARCUS.  On October 6, 1998, Marcus
Cable entered into a management consulting agreement with Charter Investment
pursuant to which Charter Investment agreed to provide certain management and
consulting services to Marcus Cable and its subsidiaries, in exchange for a fee
equal to 3% of the gross revenues of Marcus Cable's systems plus reimbursement
of expenses. Management fees expensed by Marcus Cable during the period from
October 1998 to December 31, 1998 were approximately $3.3 million. Upon our
merger with Marcus Holdings and the closing of our current credit facilities,
this agreement was terminated and the subsidiaries of Marcus Cable now receive
management and consulting services from Charter Investment under the new
management agreement.
 
     THE NEW MANAGEMENT AGREEMENT.  On February 23, 1999, Charter Investment
entered into a new management agreement with Charter Operating, which was
amended and restated as of March 17, 1999. Upon the closing of our current
credit facilities on March 18, 1999, our previous management agreements and the
management consulting agreement with Marcus Cable terminated and the new
management agreement became operative. Pursuant to the new management agreement,
Charter Investment has agreed to manage and operate the cable television systems
owned by our subsidiaries, as well as any cable television systems we may
subsequently acquire in the future. The term of the new management agreement is
ten years.
 
     The new management agreement provides that we will reimburse Charter
Investment for all expenses, costs, losses, liabilities or damages incurred by
it in connection with our ownership or operation of our cable television
systems. If Charter Investment pays or incurs any such expenses, costs, losses,
liabilities or damages, it will be reimbursed. In addition to any reimbursement
of expenses, Charter Investment is paid a yearly management fee equal to 3.5% of
our gross revenues. Gross revenues include all revenues
 
                                       131

<PAGE>   134
 
from the operation of our cable systems, including, without limitation,
subscriber payments, advertising revenues, and revenues from other services
provided by our cable systems. Gross revenues do not include interest income or
income from investments unrelated to our cable systems.
 
     Payment of the management fee to Charter Investment is permitted under our
current credit facilities, but ranks below our payment obligations under our
current credit facilities. In the event any portion of the management fee due
and payable is not paid by us, it is deferred and accrued as a liability. Any
deferred amount of the management fee will bear interest at the rate of 10% per
annum, compounded annually, from the date it was due and payable until the date
it is paid. As of June 30, 1999, no interest had been accrued.
 
     The management fee is payable to Charter Investment quarterly in arrears.
If the current management agreement is terminated, Charter Investment is
entitled to receive the fee payable for an entire quarter, even if termination
occurred before the end of that quarter. Additionally, Charter Investment is
entitled to receive payment of any deferred amount.
 
     Pursuant to the terms of the new management agreement, we have agreed to
indemnify and hold harmless Charter Investment and its shareholders, directors,
officers and employees. This indemnity extends to any and all claims or
expenses, including reasonable attorneys' fees, incurred by them in connection
with any action not constituting gross negligence or willful misconduct taken by
them in good faith in the discharge of their duties to us.
 
     The total management fees, including expenses, earned by Charter Investment
under all management agreements were as follows:
 

<TABLE>
<CAPTION>
                                                                TOTAL FEES
YEAR                                               FEES PAID      EARNED
----                                               ---------    ----------
                                                       (IN THOUSANDS)
<S>                                                <C>          <C>
Six Months Ended June 30, 1999...................   $23,388      $20,796
Year Ended December 31, 1998.....................    17,073       27,500
Year Ended December 31, 1997.....................    14,772       20,290
Year Ended December 31, 1996.....................    11,792       15,443
</TABLE>

 
     As of June 30, 1999, approximately $17.0 million remains unpaid for all
management agreements.
 
     MANAGEMENT AGREEMENT WITH CHARTER COMMUNICATIONS, INC.  Upon the closing of
the initial public offering by Charter Communications, Inc. of its Class A
common stock, Charter Communications, Inc. intends to enter into a management
agreement with Charter Communications Holding Company. This management agreement
will provide that Charter Communications, Inc. will manage and operate the cable
television systems owned or to be acquired by Charter Communications Holding
Company and its subsidiaries.
 
     The terms of the Charter Communications, Inc. management agreement will be
substantially similar to the terms of the Charter Operating management
agreement, except that Charter Communications, Inc. will not be paid a yearly
3.5% management fee. Charter Communications, Inc. will be entitled to
reimbursement from Charter Communications Holding Company for all expenses,
costs, losses, liabilities and damages incurred by Charter Communications, Inc.
under the service agreement described below.
 
                                       132

<PAGE>   135
 
     SERVICES AGREEMENT WITH CHARTER INVESTMENT.  Upon the closing of Charter
Communications, Inc.'s initial public offering, Charter Communications, Inc.
intends to enter into a services agreement with Charter Investment. The services
agreement will provide that Charter Investment will provide to Charter
Communications, Inc. the personnel and services it requires to fulfill Charter
Communications, Inc.'s obligations as the sole manager of Charter Communications
Holding Company and its subsidiaries pursuant to the Charter Communications,
Inc. management agreement and the Charter Operating management agreement.
Charter Investment will not receive a fee for providing the personnel and
services, but it will be entitled to reimbursement of all of its expenses in
connection with its performance under the services agreements.
 
CONSULTING AGREEMENT
 
     On March 10, 1999, Charter Holdings entered into a consulting agreement
with Vulcan Northwest and Charter Investment. Pursuant to the terms of the
consulting agreement, we retained Vulcan Northwest and Charter Investment to
provide advisory, financial and other consulting services with respect to
acquisitions of the business, assets or stock of other companies by us or by any
of our subsidiaries. Such services include participation in the evaluation,
negotiation and implementation of these acquisitions. The agreement expires on
December 31, 2000, and automatically renews for successive one-year terms unless
otherwise terminated.
 
     All reasonable out-of-pocket expenses incurred by Vulcan Northwest and
Charter Investment are our responsibility and must be reimbursed. We must also
pay Vulcan Northwest and Charter Investment a fee for their services rendered
for each acquisition made by us or any of our subsidiaries. This fee equals 1%
of the aggregate value of such acquisition. Neither Vulcan Northwest nor Charter
Investment will receive a fee in connection with the American Cable,
Renaissance, Greater Media, Helicon, Vista, Cable Satellite, InterMedia and
Rifkin acquisitions. No such fee is planned to be paid to either Vulcan
Northwest or Charter Investment in connection with other acquisitions being made
by our affiliates. We have also agreed to indemnify and hold harmless Vulcan
Northwest and Charter Investment, and their respective officers, directors,
stockholders, agents, employees and affiliates, for all claims, actions, demands
and expenses that arise out of this consulting agreement and the services they
provide us.
 
     Mr. Allen owns 100% of Vulcan Northwest and is the Chairman of the Board.
William D. Savoy, another of our directors, is the President and a director of
Vulcan Northwest.
 
PROMISSORY NOTE
 
     In the second quarter of 1999, we loaned $50.0 million to Charter
Communications Holding Company, maturing on April 14, 2006. The promissory note
bears interest at 7.5% compounded annually. For the six months ended June 30,
1999, Charter Holdings recognized $0.5 million of interest income pertaining to
this promissory note.
 
TRANSACTIONS WITH PAUL G. ALLEN
 
     On December 21, 1998, Mr. Allen contributed approximately $431 million to
Charter Investment and received non-voting common stock of Charter Investment.
Such non-voting common stock was converted to voting common stock on December
23, 1998.
 
     On December 23, 1998, Mr. Allen contributed approximately $1.3 billion to
Charter Investment and received voting common stock of Charter Investment.
Additionally,
 
                                       133

<PAGE>   136
 
Charter Investment borrowed approximately $6.2 million in the form of a bridge
loan from Mr. Allen. This bridge loan was contributed by Mr. Allen to Charter
Investment in March 1999. No interest on such bridge loan was accrued or paid by
Charter Investment. On the same date, Mr. Allen also contributed approximately
$223.5 million to Vulcan Cable II, Inc., a company owned by Mr. Allen. Vulcan II
was merged with and into Charter Investment.
 
     On January 5, 1999, Charter Investment borrowed approximately $132.2
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment in March 1999. No interest on
such bridge loan was accrued or paid by Charter Investment. On the same date,
Mr. Allen also acquired additional voting common stock of Charter Investment
from Jerald L. Kent, Howard L. Wood and Barry L. Babcock for an aggregate
purchase price of approximately $176.7 million.
 
     On January 11, 1999, Charter Investment borrowed $25 million in the form of
a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen to
Charter Investment in March 1999. No interest on such bridge loan was accrued or
paid by Charter Investment.
 
     On March 16, 1999, Charter Investment borrowed approximately $124.8 million
in the form of a bridge loan from Mr. Allen. This bridge loan was contributed by
Mr. Allen to Charter Investment in March 1999. No interest on such bridge loan
was accrued or paid by Charter Investment.
 
     The $431 million contribution was used to redeem stock of certain
shareholders in Charter Investment. The $1.3 billion and $223.5 million
contributions by Mr. Allen were used by Charter Investment to purchase the
remaining interest in CCA Group and CharterComm Holdings. All other
contributions to Charter Investment by Mr. Allen were used in operations of
Charter Investment and were not contributed to Charter Holdings.
 
     On July 22, 1999, Charter Communications Holding Company and Mr. Allen
entered into a membership interests purchase agreement. The agreement was
assigned by Mr. Allen to Vulcan Cable III by an amendment dated August 10, 1999.
Pursuant to the agreement, Vulcan Cable III has committed to purchase membership
interests of Charter Communications Holding Company for a total of $1.325
billion. Vulcan Cable III has contributed $500 million on August 10, 1999, and
will contribute an additional $825 million in the form of cash and certain
equity interests to be acquired in connection with the Rifkin acquisition.
Charter Communications Holding Company has committed to contribute this $1.325
billion to us. In return, Vulcan Cable III will have received 63,917,028
membership interests in Charter Communications Holding Company. Mr. Allen will
also receive the right to use up to eight digital channels in each of our cable
systems. We have agreed and are in the process of finalizing a contract to
license these channels to Mr. Allen. The number of channels licensed in each
system will depend on the bandwidth of the particular system. We believe that
this transaction will be on terms at least as favorable to us as Mr. Allen would
negotiate with other cable operators.
 
     During the second and third quarters of 1999, a subsidiary of Marcus
Holdings sold shared interests in several airplanes to Mr. Allen for
approximately $8 million. We believe that the purchase price paid by Mr. Allen
for these interests was the fair market price.
 
ALLOCATION OF BUSINESS OPPORTUNITIES WITH MR. ALLEN
 
     As described under "-- Business Relationships," Mr. Allen and a number of
his affiliates have interests in various entities that provide services or
programming to a
 
                                       134

<PAGE>   137
 
number of our subsidiaries. Given the diverse nature of Mr. Allen's investment
activities and interests, and to avoid the possibility of future disputes as to
potential business effective, upon the completion of the initial public offering
by Charter Communications, Inc. of its Class A common stock, Charter
Communications Holding Company and Charter Communications, Inc. will have
agreed, until all of its shares of Class B common stock held by Mr. Allen have
automatically converted into shares of Class A common stock, not to engage in
any business activity outside the cable transmission business. The cable
transmission business means the business of transmitting video, audio, including
telephone services, and data on cable television systems owned or managed by us
from time to time. Charter Communications, Inc. will also agree with Mr. Allen
that, should we wish to pursue a business activity outside of this scope, we
must first offer Mr. Allen the opportunity to pursue that particular business
activity. If he decides not to do so and consents to our engaging in the
business activity, we will be able to do so and the Charter Communications, Inc.
certificate of incorporation and Charter Communications Holding Company's
operating agreement would be amended accordingly. As long as Mr. Allen is a
director of Charter Communications, Inc., he will be required to present to
Charter Communications, Inc. any opportunity he may have to acquire, directly or
indirectly, a majority ownership interest in any cable television system or any
company whose principal business is the ownership, operation or management of
cable television systems. However, except for the foregoing, Charter
Communications Holding Company and Charter Communications, Inc. will agree that
Mr. Allen does not have an obligation to present to Charter Communications, Inc.
business opportunities in which both Mr. Allen and we might have an interest and
that he may exploit such opportunities for his own account. The Charter
Communications, Inc. certificate of incorporation and Charter Communications
Holding Company's operating agreement will contain provisions to that effect.
 
ASSIGNMENTS OF ACQUISITIONS
 
     On January 1, 1999, Charter Investment entered into a membership purchase
agreement with ACEC Holding Company, LLC for the acquisition of American Cable.
On February 23, 1999, Charter Investment assigned its rights and obligations
under this agreement to one of our subsidiaries, Charter Communications
Entertainment II, LLC, effective as of March 8, 1999, or such earlier date as
mutually agreed to by the parties. The acquisition of American Cable was
completed in April 1999.
 
     On February 17, 1999, Charter Investment entered into an asset purchase
agreement with Greater Media, Inc. and Greater Media Cablevision, Inc. for the
acquisition of the Greater Media systems. On February 23, 1999, Charter
Investment assigned its rights and obligations under this agreement to one of
our subsidiaries, Charter Communications Entertainment I, LLC. The acquisition
of the Greater Media systems was completed in April 1999.
 
     On April 26, 1999, Charter Investment entered into,
 
     - a purchase and sale agreement with Rifkin Acquisition Partners, L.L.L.P.
       and the sellers listed in such purchase and sale agreement,
 
     - a purchase and sale agreement with Interlink Communications Partners,
       LLLP and the sellers listed in such purchase and sale agreement. and
 
     - an indemnity agreement with the sellers listed in such indemnity
       agreement,
 
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for the acquisition of Rifkin. On June 30, 1999, Charter Investment assigned is
rights and obligations under each of these agreements to Charter Operating. Both
Charter Investment and Charter Operating remain liable to the Rifkin sellers for
the performance and fulfillment of the covenants, duties and obligations of the
buyer under these agreements.
 
EMPLOYMENT AGREEMENTS
 
     Jerald L. Kent.  Effective as of August 28, 1998, Jerald L. Kent entered
into an employment agreement with Paul G. Allen for a three-year term with
automatic one-year renewals. The employment agreement was assigned from Mr.
Allen to Charter Investment as of December 23, 1998. Under this agreement, Mr.
Kent agrees to serve as President and Chief Executive Officer of Charter
Investment, with responsibility for the nationwide general management,
administration and operation of all present and future business of Charter
Investment and its subsidiaries. During the initial term of the agreement, Mr.
Kent will receive a base salary of $1,250,000, or such higher rate as may from
time to time be determined by the board of directors in its discretion. In
addition, Mr. Kent will be eligible to receive an annual bonus in an aggregate
amount not to exceed $625,000, to be determined by the board based on an
assessment of the performance of Mr. Kent as well as the achievement of certain
financial targets.
 
     Under the agreement, Mr. Kent is entitled to participate in any disability
insurance, pension, or other benefit plan afforded to employees generally or
executives of Charter Investment. Mr. Kent will be reimbursed by Charter
Investment for life insurance premiums up to $30,000 per year, and is granted
personal use of Charter Investment's airplane. Mr. Kent was also granted a car
valued at up to $100,000 and membership fees and dues for his membership in a
country club of his choice, but has not exercised either of these benefits. He
may exercise them in the future. Also under this agreement and a related
agreement, Mr. Kent received an option to purchase three percent (3%) of the net
equity value of Charter Communications Holding Company. The option has a term of
ten years and vested twenty-five percent (25%) on December 23, 1998. The
remaining seventy-five percent (75%) will vest 1/36 on the first day of each of
36 months commencing on the first day of the thirteenth month following December
23, 1998.
 
     Charter Investment agrees to indemnify and hold harmless Mr. Kent to the
maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Kent of his duties.
 
     In the event of the expiration of the agreement in accordance with its
terms as a result of Charter Investment giving Mr. Kent notice of its intention
not to extend the initial term, or a termination of the agreement by Mr. Kent
for good reason or by Charter Investment without cause, (a) Charter Investment
will pay to Mr. Kent an amount equal to the aggregate base salary due to Mr.
Kent and the board shall consider additional amounts, if any, to be paid to Mr.
Kent and (b) any unvested options of Mr. Kent shall immediately vest.
 
     Barry L. Babcock.  Effective as of December 23, 1998, Barry L. Babcock
entered into an employment agreement with Paul G. Allen for a one-year term with
automatic one-year renewals. The employment agreement was assigned from Mr.
Allen to Charter Investment as of December 23, 1998. Under this agreement, Mr.
Babcock agrees to serve as Vice Chairman of Charter Investment with
responsibilities including the government and public relations of Charter
Investment. During the initial term of the agreement, Mr. Babcock will receive a
base salary of $625,000, or such higher rate as may be determined by the Chief
Executive Officer in his discretion. In addition, Mr. Babcock will be eligible
to
 
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receive an annual bonus to be determined by the board of directors in its
discretion. Mr. Babcock received a one time payment as part of his employment
agreement of $500,000.
 
     Under the agreement, Mr. Babcock is entitled to participate in any
disability insurance, pension or other benefit plan afforded to employees
generally or executives of Charter Investment. Mr. Babcock is also granted
personal use of Charter Investment's airplane. Charter Investment agrees to
grant options to Mr. Babcock to purchase its stock as determined by the board of
directors in its discretion, pursuant to an option plan to be adopted by Charter
Investment.
 
     Charter Investment agrees to indemnify and hold harmless Mr. Babcock to the
maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Babcock of his duties.
 
     In the event of the termination of the agreement by Charter Investment
without cause or by Mr. Babcock for good reason, (a) Charter Investment will pay
to Mr. Babcock an amount equal to the aggregate base salary due to Mr. Babcock
for the remainder of the term of the agreement and (b) vested options, if any,
of Mr. Babcock, will be redeemed for cash for the amount of the spread. Unvested
options will be treated as set forth in the option plan to be adopted as
discussed above.
 
     Howard L. Wood.  Effective as of December 23, 1998, Howard L. Wood entered
into an employment agreement with Paul G. Allen for a one-year term with
automatic one-year renewals. The employment agreement was assigned from Mr.
Allen to Charter Investment as of December 23, 1998. Under this agreement, Mr.
Wood agrees to be employed as an officer of Charter Investment. During the
initial term of the agreement, Mr. Wood will receive a base salary of $312,500,
or such higher rate as may be determined by the Chief Executive Officer in his
discretion. In addition, Mr. Wood will be eligible to receive an annual bonus to
be determined by the board of directors in its discretion. Mr. Wood received a
one time payment as part of his employment agreement of $250,000. Under the
agreement, Mr. Wood is entitled to participate in any disability insurance,
pension or other benefit plan afforded to employees generally or executives of
Charter Investment. Mr. Wood is also granted personal use of Charter
Investment's airplane.
 
     Charter Investment agrees to indemnify and hold harmless Mr. Wood to the
maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Wood of his duties.
 
     In the event of the termination of the agreement by Charter Investment
without cause or by Mr. Wood for good reason, Charter Investment will pay to Mr.
Wood an amount equal to the aggregate base salary due to Mr. Wood for the
remainder of the term of the agreement.
 
INSURANCE
 
     We receive insurance and workers' compensation coverage through Charter
Investment. Charter Investment's insurance policies provide coverage for Charter
Investment and its
 
     - subsidiaries, and associated, affiliated and inter-related companies,
 
     - majority (51% or more) owned partnerships and joint ventures,
 
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     - interest in (or its subsidiaries' interest in) any other partnerships,
       joint ventures or limited liability companies,
 
     - interest in (or its subsidiaries' interest in) any company or
       organization coming under its active management or control, and
 
     - any entity or party required to be insured under any contract or
       agreement,
 
which may now exist, may have previously existed, or may hereafter be created or
acquired.
 
     Charter Investment expensed approximately $5,498,000 for the six months
ended June 30, 1999, approximately $603,000 for the year ended December 31,
1998, approximately $172,100 for the year ended December 31, 1997, and
approximately $108,000, for the year ended December 31, 1996, relating to
insurance allocations.
 
BUSINESS RELATIONSHIPS
 
     Paul G. Allen or certain affiliates of Mr. Allen, own equity interests or
warrants to purchase equity interests in various entities which provide a number
of our subsidiaries with services or programming. Among these entities are High
Speed Access, WorldGate, Wink, ZDTV, LLC, USA Networks and Oxygen Media, Inc.
These affiliates include Charter Investment and Vulcan Ventures. Mr. Allen owns
100% of the equity of Vulcan Ventures, and is the President, Chief Executive
Officer and Chairman of the Board. Mr. Savoy is also a Vice President and a
director of Vulcan Ventures.
 
     HIGH SPEED ACCESS.  High Speed Access is a provider of high-speed Internet
access over cable modems. In November 1998, Charter Investment entered into a
systems access and investment agreement with Vulcan Ventures and High Speed
Access and a related network services agreement with High Speed Access.
Additionally, Vulcan Ventures and High Speed Access entered into a programming
content agreement. Under these agreements, High Speed Access will have exclusive
access to at least 750,000 of our homes with an installed cable drop from our
cable system or which is eligible for a cable drop by virtue of our cable system
passing the home. The term of the systems access and investment agreement
continues until midnight of the day High Speed Access ceases to provide High
Speed Access services to cable subscribers in any geographic area or region. The
term of the network services agreement is, as to a particular cable system, five
years from the date revenue billing commences for that cable system and,
following this initial term, the network services agreement automatically renews
itself on a year-to-year basis. Additionally, we can terminate our exclusivity
rights, on a system-by-system basis, if High Speed Access fails to meet
performance benchmarks or otherwise breaches the agreements including their
commitment to provide content designated by Vulcan Ventures. The programming
content agreement is effective until terminated for any breach and will
automatically terminate upon the expiration of the systems access and investment
agreement. During the term of the agreements, High Speed Access has agreed not
to deploy WorldGate, Web TV, digital television or related products in the
market areas of any committed system or in any area in which we operate a cable
system. All of Charter Investment's operations take place at the subsidiary
level and it is through Charter Investment that we derive our rights and
obligations with respect to High Speed Access. Under the terms of the network
services agreement, we split revenue with High Speed Access based on set
percentages of gross revenues in each category of service. The programming
content agreement provides each of Vulcan Ventures and High Speed Access with a
license to use certain content and materials of the other on a non-exclusive,
royalty-
 
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free basis. Operations began in the first quarter of 1999. Net receipts from
High Speed Access for the six months ended June 30, 1999 were approximately
$24,000.
 
     Concurrently with entering into these agreements, High Speed Access issued
8 million shares of Series B convertible preferred stock to Vulcan Ventures at a
purchase price of $2.50 per share. Vulcan Ventures also subscribed to purchase
2.5 million shares of Series C convertible preferred stock at a purchase price
of $5.00 per share on or before November 25, 2000, and received an option to
purchase an additional 2.5 million shares of Series C convertible preferred
stock at a purchase price of $5.00 per share. In April 1999, Vulcan Ventures
purchased the entire 5 million shares of Series C convertible preferred stock
for $25 million in cash. The shares of Series B and Series C convertible
preferred stock issued to Vulcan Ventures automatically converted at a price of
$3.23 per share into 20.15 million shares of common stock upon completion of
High Speed Access' initial public offering in June 1999. Additionally, High
Speed Access granted Vulcan Ventures warrants to purchase up to 5 million shares
of common stock at a purchase price of $5.00 per share. These warrants were
converted to warrants to purchase up to approximately 7,739,938 shares of common
stock at a purchase price of $3.23 per share upon completion of High Speed
Access' initial public offering. Vulcan Ventures subsequently assigned the
warrants to Charter Investment.
 
     In addition, Jerald L. Kent, our President and Chief Executive Officer and
a director of Charter Holdings, Mr. Savoy and another individual, who performs
management services for the issuers, are also directors of High Speed Access
Corp.
 
     WORLDGATE.  WorldGate is a provider of Internet access through cable
television systems. On November 7, 1997, Charter Investment signed an
affiliation agreement with WorldGate pursuant to which WorldGate's services will
be offered to some of our customers. The term of the agreement is five years
unless terminated by either party for failure of the other party to perform any
of its obligations or undertakings required under the agreement. The agreement
automatically renews for additional successive two year periods upon expiration
of the initial five year term. All of Charter Investment's operations take place
at the subsidiary level and it is through Charter Investment that we derive our
rights and obligations with respect to WorldGate. Pursuant to the agreement, we
have agreed to use our reasonable best efforts to deploy the WorldGate Internet
access service within a portion of our cable television systems and to install
the appropriate headend equipment in all of our major markets in those systems.
Major markets for purposes of this agreement include those in which we have more
than 25,000 customers. We incur the cost for the installation of headend
equipment. In addition, we have agreed to use our reasonable best efforts to
deploy such service in all non-major markets that are technically capable of
providing interactive pay-per-view service, to the extent we determine that it
is economically practical. When WorldGate has a telephone return path service
available, we will, if economically practical, use all reasonable efforts to
install the appropriate headend equipment and deploy the WorldGate service in
our remaining markets. Telephone return path service is the usage of telephone
lines to connect to the Internet to transmit data to receive data. We have also
agreed to market the WorldGate service within our market areas. We pay a monthly
subscriber access fee to WorldGate based on the number of subscribers to the
WorldGate service. We have the discretion to determine what fees, if any, we
will charge our subscribers for access to the WorldGate service. We started
offering WorldGate service in 1998. For the six-months ended June 30, 1999, we
paid to WorldGate approximately $570,000. For the year ended December 31, 1998,
we paid to WorldGate approximately $276,000. We charged our subscribers
approximately $76,000 for
 
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the six months ended June 30, 1999, and approximately $22,000 for the year ended
December 31, 1998.
 
     On November 24, 1997, Charter Investment acquired 70,423 shares of
WorldGate's Series B preferred stock at a purchase price of $7.10 per share. On
February 3, 1999, a subsidiary of Charter Holdings acquired 90,909 shares of
Series C preferred stock at a purchase price of $11.00 per share. As a result of
a stock split, each share of Series B preferred stock will convert into
two-thirds of a share of WorldGate's common stock, and each share of Series C
preferred stock will convert into two-thirds of a share of WorldGate's common
stock. Upon completion of WorldGate's initial public offering, each series of
preferred stock will automatically convert into common stock.
 
     WINK.  Wink offers an enhanced broadcasting system that adds interactivity
and electronic commerce opportunities to traditional programming and
advertising. Viewers can, among other things, find news, weather and sports
information on-demand and order products through use of a remote control. On
October 8, 1997, Charter Investment signed a cable affiliation agreement with
Wink to deploy this enhanced broadcasting technology in our systems. The term of
the agreement is three years. Either party has the right to terminate the
agreement for the other party's failure to comply with any of its respective
material obligations under the agreement. All of Charter Investment's operations
take place at the subsidiary level and it is through Charter Investment that we
derive our rights and obligations with respect to Wink. Pursuant to the
agreement, Wink granted us the non-exclusive license to use their software to
deliver the enhanced broadcasting to all of our cable systems. For the first
year of the agreement, we pay a monthly license fee to Wink which is based on
the number of our subscribers in our operating areas. After the first year of
the agreement we pay a fixed monthly license fee to Wink regardless of the
number of our subscribers in our operating areas. We also supply all server
hardware required for deployment of Wink services. In addition, we agreed to
promote and market the Wink service to our customers within the area of each
system in which such service is being provided. We share in the revenue Wink
generates from all fees collected by Wink for transactions generated by our
customers. The amount of revenue shared is based on the number of transactions
per month. As of June 30, 1999, no revenue or expenses have been recognized as a
result of this agreement.
 
     On November 30, 1998, Vulcan Ventures acquired 1,162,500 shares of Wink's
Series C preferred stock for approximately $9.3 million. In connection with such
acquisition, Wink issued to Vulcan Ventures warrants to purchase shares of
common stock. Additionally, Microsoft Corporation, of which Mr. Allen is a
director, also owns an equity interest in Wink.
 
     ZDTV.  ZDTV operates a cable television channel which broadcasts shows
about technology and the Internet. Pursuant to a carriage agreement which
Charter Investment intends to enter into with ZDTV, ZDTV has agreed to provide
us with their programming for broadcast via our cable television systems at no
cost. The term of the proposed carriage agreement, with respect to each of our
cable systems, is from the date of launch of ZDTV on that cable system until
April 30, 2008. The term expires on the same day for each of our cable systems,
regardless of when any individual cable system launches ZDTV. All of Charter
Investment's operations take place at the subsidiary level and it is through
Charter Investment that we derive our rights and obligations with respect to
ZDTV. The carriage agreement grants us a limited non-exclusive right to receive
and to distribute ZDTV to our subscribers in digital or analog format. The
carriage agreement does not grant us the right to distribute ZDTV over the
Internet. We pay a monthly subscriber fee to ZDTV for the
 
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ZDTV programming based on the number of our subscribers subscribing to ZDTV.
Additionally, we agreed to use commercially reasonable efforts to publicize the
programming schedule of ZDTV in each of our cable systems that offers or will
offer ZDTV. Upon reaching a specified threshold number of ZDTV subscribers,
then, in the event ZDTV inserts any infomercials, advertorials and/or home
shopping into in the ZDTV programming, we receive from ZDTV a percentage of net
product revenues resulting from our distribution of these services. ZDTV may not
offer its services to any other cable operator which serves the same or fewer
number of subscribers at a more favorable rate or on more favorable carriage
terms. As of June 30, 1999, no expenses have been recognized as a result of
these agreements.
 
     On February 5, 1999, Vulcan Programming acquired an approximate one-third
interest in ZDTV. Mr. Allen owns 100% of Vulcan Programming. Mr. Savoy is the
President and a director of Vulcan Programming. The remaining approximate
two-thirds interest in ZDTV is owned by Ziff-Davis Inc. Vulcan Ventures acquired
approximately 3% of the interests in Ziff-Davis. The total investment made by
Vulcan Programming and Vulcan Ventures was $54 million.
 
     USA NETWORKS.  USA Networks operates USA Network and The Sci-Fi Channel,
which are cable television networks. USA Networks also operates Home Shopping
Network, which is a retail sales program available via cable television systems.
On May 1, 1994, Charter Investment signed an affiliation agreement with USA
Networks. Pursuant to this affiliation agreement, USA Networks has agreed to
provide their programming for broadcast via our cable television systems. The
term of the affiliation agreement is until December 30, 1999. All of Charter
Investment's operations take place at the subsidiary level and it is through
Charter Investment that we derive our rights and obligations with respect to USA
Networks. The affiliation agreement grants us the nonexclusive right to
cablecast the USA Network programming service. We pay USA Networks a monthly fee
for the USA Network programming service number based on the number of
subscribers in each of our systems and the number and percentage of such
subscribers receiving the USA Network programming service. Additionally, we
agreed to use best efforts to publicize the schedule of the USA Network
programming service in the television listings and program guides which we
distribute. We have paid to USA Networks for programming approximately
$4,931,614 for the six months ended June 30, 1999, approximately $556,000 for
the year ended December 31, 1998, approximately $204,000 for the year ended
December 31, 1997, and approximately $134,000 for the year ended December 31,
1996. In addition, we received commissions from Home Shopping Network for sales
generated by our customers totaling approximately $794,000 for the six months
ended June 30, 1999, approximately $121,000 for the year ended December 31,
1998, approximately $62,000 for the year ended December 31, 1997, and
approximately $35,000 for the year ended December 31, 1996.
 
     Mr. Allen and Mr. Savoy are also directors of USA Networks. As of April
1999, Mr. Allen also owned approximately 12.4%, and Mr. Savoy owned less than
1%, of the common stock of USA Networks.
 
     OXYGEN MEDIA, INC.  Oxygen expects to begin providing content aimed at the
female audience for distribution over the Internet and cable television systems.
Vulcan Ventures has agreed to invest up to $100 million in Oxygen. In addition,
Charter Investment has agreed to enter into a carriage agreement with Oxygen
pursuant to which we intend to carry Oxygen programming content on our cable
systems. As of June 30, 1999, no expenses have been recognized as a result of
these agreements.
 
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     Mr. Allen and his affiliates have, and in the future likely will make,
numerous investments outside of Charter Communications Holding Company. We
cannot assure you that in the event that we or any of our subsidiaries enter
into transactions in the future with any affiliate of Mr. Allen, that such
transactions will be on terms as favorable to us as terms we might have obtained
from an unrelated third party. Also, conflicts could arise with respect to the
allocation of corporate opportunities between us and Mr. Allen and his
affiliates. Upon completion of the initial public offering by Charter
Communications, Inc. of its Class A common stock, Charter Communications, Inc.
will have entered into an agreement with Mr. Allen governing the allocation of
corporate opportunities as they arise.
 
     We have not instituted any formal plan or arrangement to address potential
conflicts of interest.
 
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                      DESCRIPTION OF CERTAIN INDEBTEDNESS
 
     The following description is qualified in its entirety by reference to the
relevant credit facilities, indentures and related documents governing such
debt.
 
CHARTER OPERATING CREDIT FACILITIES
 
     On March 18, 1999, all of our then-existing senior debt, consisting of
seven separate credit facilities, was refinanced with proceeds of the sale of
the original notes and proceeds of our initial senior secured credit facilities.
The borrower under our initial senior secured credit facilities is Charter
Operating. The initial senior secured credit facilities were arranged by Chase
Securities, Inc., NationsBank Montgomery Securities LLC and TD Securities (USA)
Inc. The initial senior secured credit facilities provided for borrowings of up
to $2.75 billion.
 
     The initial senior secured credit facilities were increased on April 30,
1999 by $1.35 billion of additional senior secured credit facilities.
Obligations under the credit facilities are guaranteed by Charter Operating's
parent, Charter Holdings, and by Charter Operatings' subsidiaries. The
obligations under the credit facilities are secured by pledges by Charter
Operating of inter-company obligations and the ownership interests of Charter
Operating and its subsidiaries, but are not secured by the other assets of
Charter Operating or its subsidiaries. The guarantees are secured by pledges of
inter-company obligations and the ownership interests of Charter Holdings in
Charter Operating, but are not secured by the other assets of Charter Holdings
or Charter Operating.
 
     The initial senior secured credit facilities of $4.1 billion consist of:
 
     - an eight and one-half year reducing revolving loan in the amount of $1.25
billion;
 
     - an eight and one-half year Tranche A term loan in the amount of $1.0
billion; and
 
     - a nine-year Tranche B term loan in the amount of $1.85 billion.
 
     The credit facilities provide for the amortization of the principal amount
of the Tranche A term loan facility and the reduction of the revolving loan
facility beginning on June 30, 2002 with respect to the Tranche A term loan and
on March 31, 2004 with respect to the revolving credit facility, with a final
maturity date of September 18, 2007. The amortization of the principal amount of
the Tranche B term loan facility is substantially "back-ended," with more than
ninety percent of the principal balance due in the year of maturity. The credit
facilities also provide for an incremental term facility, of up to $500 million
which is conditioned upon receipt of additional new commitments from lenders. If
the incremental term facility becomes available, up to 50% of the borrowings
under it may be repaid on terms substantially similar to that of the Tranche A
term loan and the remaining portion on terms substantially similar to the
Tranche B term loan. The credit facilities also contain provisions requiring
mandatory loan prepayments under certain circumstances, such as when significant
amounts of assets are sold and the proceeds are not promptly reinvested in
assets useful in the business.
 
     Interest rate margins depend upon performance measured by a "leverage
ratio," or, the ratio of indebtedness to annualized operating cash flow.
Annualized operating cash flow is defined as the immediately preceding quarter's
operating cash flow, before management fees, multiplied by four. This leverage
ratio is based on the debt of Charter Operating and its subsidiaries, exclusive
of the outstanding notes and other debt for money borrowed, of Charter Holdings.
 
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     The Charter Operating credit facilities provide Charter Operating with two
interest rate options, to which a margin is added: a base rate option,
generally, the "prime rate" of interest, and an interest rate option based on an
interbank eurodollar rate. The Charter Operating credit facilities contain
representations and warranties, affirmative and negative covenants, information
requirements, events of default and financial covenants. The financial
covenants, which are generally tested on a quarterly basis, measure performance
against standards set for leverage, debt service coverage, and operating cash
flow coverage of cash interest expense.
 
     Under most circumstances, acquisitions and investments may be made without
the consent of the lenders as long as our operating cash flow for the four
complete quarters preceding the acquisition or investment equals or exceeds 1.75
times the sum of our cash interest expense plus any restricted payments, on a
pro forma basis after giving effect to the acquisition or investment.
 
     The Charter Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
indebtedness, in the event that either:
 
     (1) Mr. Allen, including his estate, heirs and certain other related
entities, fails to maintain a 51% direct or indirect voting and economic
interest in Charter Operating, provided that after the consummation of an
initial public offering by Charter Holdings or an affiliate of Charter Holdings,
the economic interest percentage may be reduced to 25%, or
 
     (2) a change of control occurs under the indentures governing the notes.
 
     The various negative covenants place limitations on our ability and the
ability of our subsidiaries to, among other things, incur debt, pay dividends,
incur liens, make acquisitions, investments or asset sales, or enter into
transactions with affiliates. Distributions by Charter Operating under the
credit facilities to Charter Holdings to pay interest on the notes are generally
permitted, except during the existence of a default under such credit
facilities. If the 8.250% notes are not refinanced prior to six months before
their maturity date, the entire amount outstanding of the Charter Operating
credit facilities will become due and payable.
 
RENAISSANCE NOTES
 
     The original Renaissance notes and new Renaissance notes were issued by
Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation, with Renaissance Media Group LLC as the
guarantor, and the United States Trust Company of New York as the trustee.
Renaissance Media Group, which is the direct or indirect parent company of these
issuers, is now a subsidiary of Charter Operating. The Renaissance notes and the
Renaissance guarantee are unsecured, unsubordinated debt of the issuers and the
guarantor, respectively. In October 1998, the issuers exchanged $163.175 million
of the original issued and outstanding 10% senior discount notes due 2008 for an
equivalent value of 10% senior discount notes due April 15, 2008. The form and
terms of the new Renaissance notes are the same in all material respects as the
form and terms of the original Renaissance notes except that the issuance of the
new Renaissance notes have been registered under the Securities Act.
 
     There will not be any payment of interest in respect of the Renaissance
notes prior to October 15, 2003. Interest on the Renaissance notes shall be paid
semi-annually in cash at a rate of 10% per annum beginning on October 15, 2003.
The Renaissance notes are
 
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redeemable at the option of the issuer, in whole or in part, at any time on or
after April 15, 2003, initially at 105% of their principal amount at maturity,
plus accrued interest, declining to 100% of the principal amount at maturity,
plus accrued interest, on or after April 15, 2006. In addition, at any time
prior to April 15, 2001, the issuers may redeem up to 35% of the original
aggregate principal amount at maturity of the Renaissance notes with the
proceeds of one or more sales of capital stock at 110% of their accreted value
on the redemption date, provided that after any such redemption at least $106
million aggregate principal amount at maturity of Renaissance notes remains
outstanding.
 
     Upon a change of control, the issuers will be required to make an offer to
purchase the Renaissance notes at a purchase price equal to 101% of their
accreted value on the date of the purchase, plus accrued interest, if any. Our
acquisition of Renaissance triggered this requirement. In May 1999, we made an
offer to repurchase the Renaissance notes, and the holders of Renaissance notes
representing 30% of the total principal amount outstanding tendered their
Renaissance notes for repurchase. As of June 30, 1999, $114.4 million aggregate
principal amount of Renaissance notes with a carrying value of $82.6 million
remains outstanding.
 
     The indenture contains certain covenants that restrict the ability of the
issuers and their restricted subsidiaries to:
 
     - incur additional debt;
 
     - create liens;
 
     - engage in sale-leaseback transactions;
 
     - pay dividends or make contributions in respect of their capital stock;
 
     - redeem capital stock;
 
     - make investments or certain other restricted payments;
 
     - sell assets;
 
     - issue or sell stock of restricted subsidiaries;
 
     - enter into transactions with stockholders or affiliates; or
 
     - effect a consolidation or merger.
 
HELICON NOTES
 
     On November 3, 1993, The Helicon Group, L.P. and Helicon Capital Corp.
jointly issued $115.0 million aggregate principal amount of 11% senior secured
notes due 2003. On February 3, 1994, the issuers exchanged the original Helicon
notes for an equivalent value of new Helicon notes. The form and terms of the
new Helicon notes are the same as the form and terms of the corresponding
original Helicon notes, except that the new Helicon notes were registered under
the Securities Act of 1933 and, therefore, the new Helicon notes do not bear
legends restricting their transfer.
 
     The Helicon notes are senior obligations of the issuers and are secured by
substantially all of their cable assets, subject to a number of exceptions. The
Helicon notes may be redeemed at the option of the issuers in whole or in part
at any time at specified redemption prices plus accrued interest to the date of
redemption. The Helicon notes were issued with original issue discount.
 
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<PAGE>   148
 
     The issuers are required to redeem $25 million principal amount of the
Helicon notes on each of November 1, 2001 and November 1, 2002. Upon specified
change of control events, the issuers are required to make an offer to purchase
all of the Helicon notes at a price equal to 101% of their accreted value until
November 1, 1996, and at a price equal to 101% of their principal amount
thereafter, plus, in each case, accrued interest to the date of purchase. Our
acquisition of Helicon triggered this obligation. We intend to repurchase the
Helicon notes within 120 days of the Helicon acquisition. As of June 30, 1999,
$115.0 million aggregate principal amount of the Helicon notes remains
outstanding.
 
     The indenture governing the Helicon notes restrict, among other things, the
ability of the issuers and some of their subsidiaries to:
 
     - incur additional debt;
 
     - make specified distributions;
 
     - redeem equity interests;
 
     - enter into transactions with affiliates; and
 
     - merge or consolidate with or sell substantially all of the assets of the
       issuers.
 
DEBT TO BE ASSUMED IN CONNECTION WITH OUR PENDING ACQUISITIONS.
 
RIFKIN NOTES
 
     The Rifkin notes were issued by Rifkin Acquisition Partners, L.L.L.P. and
Rifkin Acquisition Capital Corp. as co-issuers, subsidiaries of the partnership
other than Rifkin Acquisition Capital Corp. as guarantors, and Marine Midland
Bank as trustee. In March 1996, the issuers exchanged $125.0 million aggregate
principal amount of the originally issued and outstanding 11 1/8% senior
subordinated notes due 2006 for an equivalent value of new 11 1/8% senior
subordinated notes due 2006. The form and terms of the new Rifkin notes are
substantially identical to the form and terms of the original Rifkin notes
except that the new Rifkin notes have been registered under the Securities Act
and, therefore, do not bear legends restricting the transfer thereof. Interest
on the Rifkin notes accrues at the rate of 11 1/8% per annum and is payable in
cash semi-annually in arrears on January 15 and July 15 of each year, commencing
July 15, 1996.
 
     The Rifkin notes are redeemable at the issuers' option, in whole or in
part, at any time on or after January 15, 2001, at 105.563% of the principal
amount together with accrued and unpaid interest, if any, to the date of the
redemption. This redemption premium declines over time to 100% of the principal
amount, plus accrued and unpaid interest, if any, on or after 2005.
 
     Upon the occurrence of a change of control, each holder of Rifkin notes
will have the right to require the issuers to purchase all or a portion of such
holder's notes at 101% of the principal amount thereof, together with accrued
and unpaid interest, to the date of purchase. Our acquisition of Rifkin will
trigger this requirement and we will make an offer to repurchase the Rifkin
notes.
 
     The Rifkin notes are jointly and severally guaranteed on a senior
subordinated basis by specified subsidiaries of the issuers. The guarantees of
the Rifkin notes will be general unsecured obligations of the guarantors and
will be subordinated in right of to all existing and future senior debt of the
guarantors. As of June 30, 1999, $125.0 million aggregate principal amount of
the Rifkin notes remains outstanding.
 
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<PAGE>   149
 
     Among other restrictions, the indentures governing the Rifkin notes contain
covenants which limit the ability of the issuers and specified subsidiaries to:
 
     - assume additional debt and issue specified additional equity interests;
 
     - make restricted payments;
 
     - enter into transactions with affiliates;
 
     - incur liens;
 
     - make specified contributions and payments to Rifkin Acquisition Partners,
       L.L.L.P.;
 
     - transfer specified assets to subsidiaries; and
 
     - merge, consolidate, and transfer all or substantially all of the assets
       of Rifkin Acquisition Partners, L.L.L.P. to another person.
 
                                       147

<PAGE>   150
 
                              DESCRIPTION OF NOTES
 
     You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions."
 
     The original notes were issued and the new notes will be issued under three
separate indentures, each dated as of March 17, 1999, among the issuers and
Harris Trust and Savings Bank, as trustee. The terms of the notes include those
stated in the indentures and those made part of the indentures by reference to
the Trust Indenture Act of 1939, as amended.
 
     The form and terms of the new notes are the same in all material respects
to the form and terms of the original notes, except that the new notes will have
been registered under the Securities Act of 1933 and, therefore, will not bear
legends restricting the transfer thereof. The original notes have not been
registered under the Securities Act of 1933 and are subject to certain transfer
restrictions.
 
     The original notes were sold prior to our merger with Marcus Holdings. At
the sale of the original notes, Marcus Holdings guaranteed the notes and issued
a promissory note to Charter Holdings for certain amounts loaned by Charter
Holdings to subsidiaries of Marcus Holdings. When we merged with Marcus Holdings
both the guarantee and the promissory note issued automatically became, under
the terms of the indentures, ineffective. Consequently, all references in the
indentures and the notes to the guarantor, the guarantee or the promissory note,
and all matters related thereto, including, without limitation, the pledges of
any collateral are no longer applicable.
 
     The following description is a summary of the material provisions of the
indentures. It does not restate the indentures in their entirety. We urge you to
read the indentures because they, and not this description, define your rights
as holders of these notes. Copies of the indentures are available as set forth
under "Business -- Additional Information."
 
BRIEF DESCRIPTION OF THE NOTES
 
     The notes:
 
     - are general unsecured obligations of the issuers;
 
     - are effectively subordinated in right of payment to all existing and
       future secured Indebtedness of the issuers to the extent of the value of
       the assets securing such Indebtedness and to all liabilities, including
       trade payables, of Charter Holdings' Subsidiaries, other than Charter
       Capital;
 
     - are equal in right of payment to all existing and future unsubordinated,
       unsecured Indebtedness of the issuers; and
 
     - are senior in right of payment to any future subordinated Indebtedness of
       the issuers.
 
PRINCIPAL, MATURITY AND INTEREST OF NOTES
 
8.250% NOTES
 
     The 8.250% notes are limited in aggregate principal amount to $600 million,
and will be issued in denominations of $1,000 and integral multiples of $1,000.
The 8.250% notes will mature on April 1, 2007.
 
                                       148

<PAGE>   151
 
     Interest on the 8.250% notes will accrue at the rate of 8.250% per annum
and will be payable semi-annually in arrears on April 1 and October 1,
commencing on October 1, 1999. The issuers will make each interest payment to
the holders of record of these 8.250% notes on the immediately preceding March
15 and September 15.
 
     Interest on the 8.250% notes will accrue from the date of original issuance
of the original notes or, if interest has already been paid, from the date it
was most recently paid. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
 
8.625% NOTES
 
     The 8.625% notes are limited in aggregate principal amount to $1.5 billion,
and will be issued in denominations of $1,000 and integral multiples of $1,000.
The 8.625% notes will mature on April 1, 2009.
 
     Interest on the 8.625% notes will accrue at the rate of 8.625% per annum
and will be payable semi-annually in arrears on April 1 and October 1,
commencing on October 1, 1999. The issuers will make each interest payment to
the holders of record of these 8.625% notes on the immediately preceding March
15 and September 15.
 
     Interest on the 8.625% notes will accrue from the date of original issuance
of the original notes or, if interest has already been paid, from the date it
was most recently paid. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
 
9.920% NOTES
 
     The 9.920% notes are limited in aggregate principal amount at maturity to
$1.475 billion and originally were issued at an issue price of $613.94 per
$1,000 principal amount at maturity, representing a yield to maturity of 9.920%,
calculated on a semi-annual bond equivalent basis, calculated from March 17,
1999. The issuers will issue 9.920% notes, in denominations of $1,000 principal
amount at maturity and integral multiples of $1,000 principal amount at
maturity. The 9.920% notes will mature on April 1, 2011.
 
     Cash interest on the 9.920% notes will not accrue prior to April 1, 2004.
Thereafter, cash interest on the 9.920% notes will accrue at a rate of 9.920%
per annum and will be payable semi-annually in arrears on April 1 and October 1,
commencing on October 1, 2004. The issuers will make each interest payment to
the holders of record of the 9.920% notes on the immediately preceding March 15
and September 15. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
 
     The 9.920% notes will accrete at a rate of 9.920% per year to an aggregate
amount of $1.475 billion as of April 1, 2004. For United States federal income
tax purposes, holders of the 9.920% notes will be required to include amounts in
gross income in advance of the receipt of the cash payments to which the income
is attributable. See "Certain Federal Tax Considerations."
 
RANKING
 
     As a holding company, Charter Holdings does not hold substantial assets
other than its direct or indirect investments in and advances to its operating
subsidiaries. Our subsidiaries conduct all of our consolidated operations and
own substantially all of our consolidated assets. As a result, our cash flow and
our ability to meet our debt service obligations on the notes will depend upon
the cash flow of our subsidiaries and the
 
                                       149

<PAGE>   152
 
payment of funds by our subsidiaries to us in the form of loans, equity
distributions or otherwise. Our subsidiaries are not obligated to make funds
available to us for payment on the notes. In addition, our subsidiaries' ability
to make any such loans or distributions to us will depend on their earnings, the
terms of their indebtedness, business and tax considerations and legal
restrictions. Our credit facilities place limitations on the ability of our
subsidiaries to pay dividends and enter into certain transactions with
affiliates. Our credit facilities also contain financial covenants that could
limit the payment of dividends. However distributions generally will be
permitted by the credit facilities to pay interest on the notes except during
the existence of a default under the credit facilities.
 
     Because of our holding company structure, the notes will be subordinate to
all liabilities of our subsidiaries. Creditors of our subsidiaries will have the
right to be paid before holders of the notes from any assets of our
subsidiaries. At June 30, 1999, on a pro forma basis giving effect to our
acquisitions closed since that date, all of our outstanding indebtedness,
including our credit facilities, was incurred by our subsidiaries. At that date,
our subsidiaries' liabilities on a pro forma basis totaled approximately $4.1
billion and all such liabilities would have ranked senior to the new notes. In
the event of bankruptcy, liquidation or dissolution of a subsidiary, following
payment by the subsidiary of its liabilities, such subsidiary may not have
sufficient assets remaining to make payments to us as a shareholder or
otherwise.
 
OPTIONAL REDEMPTION
 
8.250% NOTES
 
     The 8.250% notes are not redeemable at the issuers' option prior to
maturity.
 
8.625% NOTES
 
     At any time prior to April 1, 2002, the issuers may, on any one or more
occasions, redeem up to 35% of the aggregate principal amount of the 8.625%
notes on a pro rata basis or nearly as pro rata as practicable, at a redemption
price of 108.625% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that
 
          (1) at least 65% of the aggregate principal amount of 8.625% notes
     remains outstanding immediately after the occurrence of such redemption
     excluding 8.625% notes held by Charter Holdings and its Subsidiaries; and
 
          (2) the redemption must occur within 60 days of the date of the
     closing of such Equity Offering.
 
     Except pursuant to the preceding paragraph, the 8.625% notes will not be
redeemable at the issuers' option prior to April 1, 2004.
 
     On or after April 1, 2004, the issuers may redeem all or a part of the
8.625% notes upon not less than 30 nor more than 60 days notice, at the
redemption prices, expressed as percentages of principal amount, set forth below
plus accrued and unpaid interest thereon,
 
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<PAGE>   153
 
if any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 1 of the years indicated below:
 

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2004........................................................   104.313%
2005........................................................   102.875%
2006........................................................   101.438%
2007 and thereafter.........................................   100.000%
</TABLE>

 
9.920% NOTES
 
     At any time prior to April 1, 2002, the issuers may, on any one or more
occasions, redeem up to 35% of the aggregate principal amount at maturity of the
9.920% notes on a pro rata basis or nearly as pro rata as practicable, at a
redemption price of 109.920% of the Accreted Value thereof, with the net cash
proceeds of one or more Equity Offerings; provided that
 
          (1) at least 65% of the aggregate principal amount at maturity of
     9.920% notes remains outstanding immediately after the occurrence of such
     redemption, excluding 9.920% notes held by Charter Holdings and its
     Subsidiaries; and
 
          (2) the redemption must occur within 60 days of the date of the
     closing of such Equity Offering.
 
     Except pursuant to the preceding paragraph, the 9.920% notes will not be
redeemable at the issuers' option prior to April 1, 2004.
 
     On or after April 1, 2004, the issuers may redeem all or a part of the
9.920% notes upon not less than 30 nor more than 60 days notice, at the
redemption prices, expressed as percentages of principal amount, set forth below
plus accrued and unpaid interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on April 1 of the
years indicated below:
 

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2004........................................................   104.960%
2005........................................................   103.307%
2006........................................................   101.653%
2007 and thereafter.........................................   100.000%
</TABLE>

 
REPURCHASE AT THE OPTION OF HOLDERS
 
CHANGE OF CONTROL
 
     If a Change of Control occurs, each holder of notes will have the right to
require the issuers to repurchase all or any part, equal to $1,000 or an
integral multiple thereof, of that holder's notes pursuant to a "Change of
Control offer." In the Change of Control offer, the issuers will offer a "Change
of Control payment" in cash equal to
 
     (x) with respect to the 8.250% notes and the 8.625% notes, 101% of the
aggregate principal amount thereof repurchased plus accrued and unpaid interest
thereon, if any, to the date of purchase and
 
     (y) with respect to the 9.920% notes, 101% of the Accreted Value plus, for
any Change of Control offer occurring after the Full Accretion Date, accrued and
unpaid
 
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<PAGE>   154
 
interest, if any, on the date of purchase. Within ten days following any Change
of Control, the issuers will mail a notice to each holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase notes on a certain date, the "Change of Control payment date,"
specified in such notice, pursuant to the procedures required by the indentures
and described in such notice. The issuers will comply with the requirements of
Rule 14e-1 under the Securities Exchange Act of 1934 or any successor rules, and
any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the notes as a
result of a Change of Control.
 
     On the Change of Control payment date, the issuers will, to the extent
lawful:
 
          (1) accept for payment all notes or portions thereof properly tendered
     pursuant to the Change of Control offer;
 
          (2) deposit with the paying agent an amount equal to the Change of
     Control payment in respect of all notes or portions thereof so tendered;
     and
 
          (3) deliver or cause to be delivered to the trustee the notes so
     accepted together with an officers' certificate stating the aggregate
     principal amount of notes or portions thereof being purchased by the
     issuers.
 
     The paying agent will promptly mail to each holder of notes so tendered the
Change of Control payment for such notes, and the trustee will promptly
authenticate and mail, or cause to be transferred by book entry, to each holder
a new note equal in principal amount to any unpurchased portion of the notes
surrendered, if any; provided that each such new note will be in a principal
amount at maturity of $1,000 or an integral multiple thereof.
 
     The provisions described above that require the issuers to make a Change of
Control offer following a Change of Control will be applicable regardless of
whether or not any other provisions of the indentures are applicable. Except as
described above with respect to a Change of Control, the indentures do not
contain provisions that permit the holders of the notes to require that the
issuers repurchase or redeem the notes in the event of a takeover,
recapitalization or similar transaction.
 
     The issuers will not be required to make a Change of Control offer upon a
Change of Control if a third party makes the Change of Control offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the indentures applicable to a Change of Control offer made by the issuers
and purchases all notes validly tendered and not withdrawn under such Change of
Control offer.
 
     The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of Charter Holdings and its Subsidiaries, taken as a whole.
Although there is a limited body of case law interpreting the phrase
"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of notes to require
the issuers to repurchase such notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of Charter
Holdings and its Subsidiaries, taken as a whole, another Person or group may be
uncertain.
 
                                       152

<PAGE>   155
 
ASSET SALES
 
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:
 
          (1) Charter Holdings or a Restricted Subsidiary of Charter Holdings
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value of the assets or Equity Interests issued or sold or
     otherwise disposed of;
 
          (2) such fair market value is determined by Charter Holdings' board of
     directors and evidenced by a resolution of such board of directors set
     forth in an officers' certificate delivered to the trustee; and
 
          (3) at least 75% of the consideration therefor received by Charter
     Holdings or such Restricted Subsidiary is in the form of cash, Cash
     Equivalents or readily marketable securities.
 
     For purposes of this provision, each of the following shall be deemed to be
cash:
 
          (a) any liabilities shown on Charter Holdings' or such Restricted
     Subsidiary's most recent balance sheet, other than contingent liabilities
     and liabilities that are by their terms subordinated to the notes, that are
     assumed by the transferee of any such assets pursuant to a customary
     novation agreement that releases Charter Holdings or such Restricted
     Subsidiary from further liability;
 
          (b) any securities, notes or other obligations received by Charter
     Holdings or any such Restricted Subsidiary from such transferee that are
     converted by Charter Holdings or such Restricted Subsidiary into cash, Cash
     Equivalents or readily marketable securities within 60 days after receipt
     thereof, to the extent of the cash, Cash Equivalents or readily marketable
     securities received in that conversion; and
 
          (c) Productive Assets.
 
     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
Charter Holdings or a Restricted Subsidiary of Charter Holdings may apply such
Net Proceeds at its option:
 
          (1) to repay debt under the Credit Facilities or any other
     Indebtedness of the Restricted Subsidiaries, other than Indebtedness
     represented by a guarantee of a Restricted Subsidiary of Charter Holdings;
     or
 
          (2) to invest in Productive Assets; provided that any Net Proceeds
     which Charter Holdings or a Restricted Subsidiary of Charter Holdings has
     committed to invest in Productive Assets within 365 days of the applicable
     Asset Sale may be invested in Productive Assets within two years of such
     Asset Sale.
 
     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the issuers will make
an Asset Sale Offer to all holders of notes and all holders of other
Indebtedness that is pari passu with the notes containing provisions requiring
offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds, which amount includes the
entire amount of the Net Proceeds. The offer price in any Asset Sale Offer will
be payable in cash and equal to
 
     (x) with respect to the 8.250% notes and the 8.625% notes, 100% of
principal amount plus accrued and unpaid interest, if any, to the date of
purchase, and
 
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<PAGE>   156
 
     (y) with respect to the 9.925% notes, 100% of the Accreted Value thereof
plus, after the Full Accretion Date, accrued and unpaid interest, if any, to the
date of purchase. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, Charter Holdings may use such Excess Proceeds for any purpose not
otherwise prohibited by the indentures. If the aggregate principal amount of
notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the applicable trustee shall select the
notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.
 
SELECTION AND NOTICE
 
     If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:
 
          (1) if the notes are listed, in compliance with the requirements of
     the principal national securities exchange on which the notes are listed;
     or
 
          (2) if the notes are not so listed, on a pro rata basis, by lot or by
     such method as the trustee shall deem fair and appropriate.
 
     No notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of notes to be redeemed at its registered
address. Notices of redemption may not be conditional.
 
     If any note is to be redeemed in part only, the notice of redemption that
relates to that note shall state the portion of the principal amount thereof to
be redeemed. A new note in principal amount equal to the unredeemed portion of
the original note will be issued in the name of the holder thereof upon
cancellation of the original note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on, or the Accreted Value ceases to increase on, as the case may be,
notes or portions of them called for redemption.
 
CERTAIN COVENANTS
 
     Set forth in this section are summaries of certain covenants contained in
the indentures. The covenants summarized are the following:
 
     - Limitations on restricted payments by Charter Holdings and its Restricted
       Subsidiaries. Restricted payments include
 
        - dividends and other distributions on equity interests,
 
        - purchases, redemptions on other acquisitions of equity interests, and
 
        - purchases, redemptions, defeasance or other acquisitions of
          subordinated debt.
 
     - Limitations on restricted investments by Charter Holdings or its
       Restricted Subsidiaries. Restricted investments include investments other
       than
 
        - investments in Restricted Subsidiaries, cash equivalents,
 
        - non-cash consideration from an asset sale made in compliance with the
          indenture,
 
        - investments with the net cash proceeds of the issuance and sale of
          equity interests,
 
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<PAGE>   157
 
        - investments in productive assets not to exceed in the $150 million,
 
        - other investments not exceeding $50 million in any person,
 
        - investments in customers and suppliers which either generate accounts
          receivable or are accepted in settlement of bona fide disputes, and
 
        - the investment in Marcus Cable Holdings, LLC.
 
        This covenant also limits Charter Holdings from allowing any Restricted
        Subsidiary from becoming an Unrestricted Subsidiary.
 
     - Limitations on the occurrence of Indebtedness and issuance of preferred
       stock generally unless the leverage ratio is not greater than 8.75 to 1.0
       on a pro forma basis. This does not prohibit the incurrence of permitted
       debt which includes:
 
        - borrowings up to $3.5 billion under the credit facilities,
 
        - existing indebtedness,
 
        - capital lease obligations, mortgage financings or purchase money
          obligations in an aggregate amount of up to $25 million at any one
          time outstanding for the purchase, construction or improvement of
          productive assets,
 
        - permitted refinancing indebtedness,
 
        - intercompany indebtedness,
 
        - hedging obligations,
 
        - up to $300 million of additional indebtedness,
 
        - additional indebtedness not exceeding 200% of the net cash proceeds
          from the sale of equity interests to the extent not used to make
          restricted payments or permitted investments, and
 
        - the accretion or amortization of original issue discount and the write
          up of indebtedness in accordance with purchase accounting.
 
     - Prohibitions against the creation of liens except permitted liens.
 
     - Prohibitions against restrictions on the ability of any Restricted
       Subsidiary to pay dividends or make other distributions on its capital
       stock to Charter Holdings or any Restricted Subsidiary, make loans or
       advances to Charter Holdings or its Restricted Subsidiaries or transfer
       properties or assets to Charter Holdings or any of its Restricted
       Subsidiaries. This covenant, however, does not prohibit restrictions
       under
 
        - existing indebtedness,
 
        - the notes and the indentures,
 
        - applicable law,
 
        - the terms of indebtedness or capital stock of a person acquired by
          Charter Holdings or any of its Restricted Subsidiaries,
 
        - customary non-assignment provisions in leases,
 
        - purchase money obligations,
 
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<PAGE>   158
 
        - agreements for the sale or other disposition of a Restricted
          Subsidiary restricting distributions pending its sale,
 
        - permitted refinancing indebtedness,
 
        - liens securing indebtedness permitted under the indentures,
 
        - joint venture agreements,
 
        - under ordinary course contracts with customers that restrict cash,
          other deposits or net worth,
 
        - indebtedness permitted under the indentures, and
 
        - restrictions that are not materially more restrictive than customary
          provisions in comparable financings which management determines will
          not materially impair Charter Holdings' ability to make payments
          required under the notes.
 
     - Prohibitions against mergers, consolidations or the sale of all or
       substantially all of an issuer's assets unless
 
        - the issuer is the surviving corporation or the person formed by the
          merger or consolidation or acquiring the assets is organized under the
          law of the United States, any state or the District of Columbia,
 
        - such person assumes all obligations under the notes and the
          indentures,
 
        - no default or event of default exists, and
 
        - Charter Holdings or the person formed by the merger or consolidation
          or acquiring all or substantially all the assets could incur at least
          $1.00 of additional indebtedness under the leverage ratio or have a
          leverage ratio after giving effect to the transaction no greater than
          the leverage ratio of the issuer immediately prior to the transaction.
 
     - Prohibitions against transactions with affiliates, unless Charter
       Holdings delivers to the trustee:
 
             - for transactions exceeding $15.0 million a resolution approved by
               a majority of the board of directors certifying that the
               transaction complies with the covenant; and
 
             - for transactions exceeding $50.0 million a fairness opinion of an
               accounting, appraisal or investment banking firm of national
               standing.
 
               Certain transactions are not subject to the covenant including:
 
             - existing employment agreements and new employment agreements
               entered into in the ordinary course of business and consistent
               with past practice; and
 
             - management fees under agreements existing as of March 17, 1999 or
               after March 17, 1999 if the percentage fees are not higher than
               those under agreements existing on March 17, 1999.
 
     - Limitations on sale and leaseback transactions exceeding three years.
 
     - Prohibitions against consent payments to holders of notes unless paid to
       all consenting holders.
 
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<PAGE>   159
 
During any period of time that
 
     (a) either the 8.250% notes, the 8.625% notes or the 9.920% notes have
         Investment Grade Ratings from both Rating Agencies, and
 
     (b) no Default or Event of Default has occurred and is continuing under the
         applicable indenture,
 
Charter Holdings and its Restricted Subsidiaries will not be subject to the
provisions of the indenture described under
 
         - "-- Incurrence of Indebtedness and Issuance of preferred stock,"
 
         - "-- Restricted Payments,"
 
         - "-- Asset Sales,"
 
         - "-- Sale and Leaseback Transactions,"
 
         - "-- Dividend and Other Payment Restrictions Affecting Subsidiaries,"
 
         - "-- Transactions with Affiliates,"
 
         - "-- Investments" and
 
         - clause (4) of the first paragraph of "-- Merger, Consolidation and
           Sale of Assets".
 
     If Charter Holdings and its Restricted Subsidiaries are not subject to
these covenants for any period of time and, subsequently, one or both of the
Rating Agencies withdraws its ratings or downgrades the ratings assigned to the
applicable notes below the required Investment Grade Ratings or a Default or
Event of Default occurs and is continuing, then Charter Holdings and its
Restricted Subsidiaries will be subject again to these covenants. Compliance
with the covenant with respect to Restricted Payments made after the time of
such withdrawal, downgrade, Default or Event of Default will be calculated as if
such covenant had been in effect during the entire period of time from the issue
date.
 
     The new notes will not have Investment Grade Ratings from the Rating
Agencies upon issuance. Consequently, the covenants listed above remain
applicable to Charter Holdings and its Restricted Subsidiaries.
 
RESTRICTED PAYMENTS
 
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
 
          (1) declare or pay any dividend or make any other payment or
     distribution on account of Charter Holdings' or any of its Restricted
     Subsidiaries' Equity Interests, including, without limitation, any payment
     in connection with any merger or consolidation involving Charter Holdings
     or any of its Restricted Subsidiaries, or to the direct or indirect holders
     of Charter Holdings' or any of its Restricted Subsidiaries' Equity
     Interests in their capacity as such, other than dividends or distributions
     payable in Equity Interests, other than Disqualified Stock, of Charter
     Holdings or, in the case of Charter Holdings and its Restricted
     Subsidiaries, to Charter Holdings or a Restricted Subsidiary of Charter
     Holdings;
 
          (2) purchase, redeem or otherwise acquire or retire for value,
     including, without limitation, in connection with any merger or
     consolidation involving Charter Holdings, any Equity Interests of Charter
     Holdings or any direct or indirect parent of Charter
 
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<PAGE>   160
 
     Holdings or any Restricted Subsidiary of Charter Holdings, other than, in
     the case of Charter Holdings and its Restricted Subsidiaries, any such
     Equity Interests owned by Charter Holdings or any Restricted Subsidiary of
     Charter Holdings; or
 
          (3) make any payment on or with respect to, or purchase, redeem,
     defease or otherwise acquire or retire for value any Indebtedness that is
     subordinated to the notes, other than the notes, except a payment of
     interest or principal at the Stated Maturity thereof.
 
     All such payments and other actions set forth in clauses (1) through (3)
above are collectively referred to as "Restricted Payments," unless, at the time
of and after giving effect to such Restricted Payment:
 
          (1) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof;
 
          (2) Charter Holdings would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Leverage Ratio test set forth in the first paragraph of the covenant
     described below under the caption "-- Incurrence of Indebtedness and
     Issuance of preferred stock"; and
 
          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by Charter Holdings and each of its
     Restricted Subsidiaries after the date of the indentures, excluding
     Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and
     (8) of the next succeeding paragraph, shall not exceed, at the date of
     determination, the sum of:
 
             (a) an amount equal to 100% of combined Consolidated EBITDA of
        Charter Holdings since the date of the indentures to the end of Charter
        Holdings' most recently ended full fiscal quarter for which internal
        financial statements are available, taken as a single accounting period,
        less the product of 1.2 times the combined Consolidated Interest Expense
        of Charter Holdings since the date of the indentures to the end of
        Charter Holdings' most recently ended full fiscal quarter for which
        internal financial statements are available, taken as a single
        accounting period, plus
 
             (b) an amount equal to 100% of Capital Stock Sale Proceeds less any
        such Capital Stock Sale Proceeds used in connection with
 
                  (i) an Investment made pursuant to clause (6) of the
             definition of "Permitted Investments" or
 
                  (ii) the incurrence of Indebtedness pursuant to clause (10) of
             "Incurrence of Indebtedness and Issuance of preferred stock," plus
 
             (c) $100.0 million.
 
     So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:
 
          (1) the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of the indentures;
 
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<PAGE>   161
 
          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of Charter Holdings in
     exchange for, or out of the net proceeds of, the substantially concurrent
     sale, other than to a Subsidiary of Charter Holdings, of Equity Interests
     of Charter Holdings, other than Disqualified Stock; provided that the
     amount of any such net cash proceeds that are utilized for any such
     redemption, repurchase, retirement, defeasance or other acquisition shall
     be excluded from clause (3)(b) of the preceding paragraph;
 
          (3) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of Charter Holdings or any of its Restricted
     Subsidiaries with the net cash proceeds from an incurrence of Permitted
     Refinancing Indebtedness;
 
          (4) regardless of whether a Default then exists, the payment of any
     dividend or distribution to the extent necessary to permit direct or
     indirect beneficial owners of shares of Capital Stock of Charter Holdings
     to pay federal, state or local income tax liabilities that would arise
     solely from income of Charter Holdings or any of its Restricted
     Subsidiaries, as the case may be, for the relevant taxable period and
     attributable to them solely as a result of Charter Holdings, and any
     intermediate entity through which the holder owns such shares or any of
     their Restricted Subsidiaries being a limited liability company,
     partnership or similar entity for federal income tax purposes;
 
          (5) regardless of whether a Default then exists, the payment of any
     dividend by a Restricted Subsidiary of Charter Holdings to the holders of
     its common Equity Interests on a pro rata basis;
 
          (6) the payment of any dividend on Charter Holdings preferred stock or
     the redemption, repurchase, retirement or other acquisition of Charter
     Holdings preferred stock in an amount not in excess of its aggregate
     liquidation value;
 
          (7) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of Charter Holdings held by any member of
     Charter Holdings' management pursuant to any management equity subscription
     agreement or stock option agreement in effect as of the date of the
     indentures; provided that the aggregate price paid for all such
     repurchased, redeemed, acquired or retired Equity Interests shall not
     exceed $10 million in any fiscal year of Charter Holdings; and
 
          (8) payment of fees in connection with any acquisition, merger or
     similar transaction in an amount that does not exceed an amount equal to
     1.25% of the transaction value of such acquisition, merger or similar
     transaction.
 
     The amount of all Restricted Payments, other than cash shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by Charter Holdings or any of its
Restricted Subsidiaries pursuant to the Restricted Payment. The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the board of directors of Charter Holdings whose
resolution with respect thereto shall be delivered to the trustee. Such board of
directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million. Not later than the date of making any
Restricted Payment, the Charter Holdings shall deliver to the trustee an
officers' certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this "Restricted
Payments" covenant were computed, together with a copy of any fairness opinion
or appraisal required by the indentures.
 
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<PAGE>   162
 
INVESTMENTS
 
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
 
          (1) make any Restricted Investment; or
 
          (2) allow any Restricted Subsidiary of Charter Holdings to become an
     Unrestricted Subsidiary, unless, in each case:
 
          (1) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and
 
          (2) Charter Holdings would, at the time of, and after giving effect
     to, such Restricted Investment or such designation of a Restricted
     Subsidiary as an unrestricted Subsidiary, have been permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test
     set forth in the first paragraph of the covenant described below under the
     caption "-- Incurrence of Indebtedness and Issuance of preferred stock."
 
     An Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary
if such redesignation would not cause a Default.
 
INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
 
     (a) Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness, including Acquired
Debt, and Charter Holdings will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock
unless the Leverage Ratio would have been not greater than 8.75 to 1.0
determined on a pro forma basis, including a pro forma application of the net
proceeds therefrom, as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of the
most recently ended fiscal quarter.
 
     So long as no Default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this covenant will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):
 
          (1) the incurrence by Charter Holdings and its Restricted Subsidiaries
     of Indebtedness under the Credit Facilities; provided that the aggregate
     principal amount of all Indebtedness of Charter Holdings and its Restricted
     Subsidiaries outstanding under the Credit Facilities, after giving effect
     to such incurrence, does not exceed an amount equal to $3.5 billion less
     the aggregate amount of all Net Proceeds of Asset Sales applied by Charter
     Holdings or any of its Subsidiaries in the case of an Asset Sale since the
     date of the indentures to repay Indebtedness under the Credit Facilities,
     pursuant to the covenant described above under the caption "-- Asset
     Sales";
 
          (2) the incurrence by Charter Holdings and its Restricted Subsidiaries
     of Existing Indebtedness, other than the Credit Facilities;
 
          (3) the incurrence on March 17, 1999 by Charter Holdings and its
     Restricted Subsidiaries of Indebtedness represented by the notes;
 
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<PAGE>   163
 
          (4) the incurrence by Charter Holdings or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement, including, without limitation, the cost of
     design, development, construction, acquisition, transportation,
     installation, improvement, and migration, of Productive Assets of Charter
     Holdings or any of its Restricted Subsidiaries in an aggregate principal
     amount not to exceed $75 million at any time outstanding;
 
          (5) the incurrence by Charter Holdings or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace, in whole or
     in part, Indebtedness, other than intercompany Indebtedness, that was
     permitted by the indentures to be incurred under the first paragraph of
     this covenant or clauses (2) or (3) of this paragraph;
 
          (6) the incurrence by Charter Holdings or any of its Restricted
     Subsidiaries, of intercompany Indebtedness between or among Charter
     Holdings and any of its Wholly Owned Restricted Subsidiaries; provided,
     that this clause does not permit Indebtedness between Charter Holdings or
     any of its Restricted Subsidiaries, as creditor or debtor, as the case may
     be, unless otherwise permitted by the indentures; provided, further, that:
 
             (a) if Charter Holdings is the obligor on such Indebtedness, such
        Indebtedness must be expressly subordinated to the prior payment in full
        in cash of all obligations with respect to the notes; and
 
             (b) (i) any subsequent issuance or transfer of Equity Interests
        that results in any such Indebtedness being held by a Person other than
        Charter Holdings or a Wholly Owned Restricted Subsidiary thereof, and
        (ii) any sale or other transfer of any such Indebtedness to a Person
        that is not either Charter Holdings or a Wholly Owned Restricted
        Subsidiary thereof, shall be deemed, in each case, to constitute an
        incurrence of such Indebtedness by Charter Holdings or any of its
        Restricted Subsidiaries, as the case may be, that was not permitted by
        this clause (6);
 
          (7) the incurrence by Charter Holdings or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     fixing or hedging interest rate risk with respect to any floating rate
     Indebtedness that is permitted by the terms of the indentures to be
     outstanding;
 
          (8) the guarantee by Charter Holdings of Indebtedness of Charter
     Holdings or a Restricted Subsidiary of Charter Holdings, that was permitted
     to be incurred by another provision of this covenant;
 
          (9) the incurrence by Charter Holdings or any of its Restricted
     Subsidiaries, of additional Indebtedness in an aggregate principal amount
     at any time outstanding, not to exceed $300 million;
 
          (10) the incurrence by Charter Holdings or any of its Restricted
     Subsidiaries, of additional Indebtedness in an aggregate principal amount
     at any time outstanding, not to exceed 200% of the net cash proceeds
     received by Charter Holdings from the sale of its Equity Interests, other
     than Disqualified Stock, after the date of the indentures to the extent
     such net cash proceeds have not been applied to make Restricted Payments or
     to effect other transactions pursuant to the covenant described above
 
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<PAGE>   164
 
     under the subheading "-- Restricted Payments" or to make Permitted
     Investments pursuant to clause (6) of the definition thereof;
 
          (11) the accretion or amortization of original issue discount and the
     write up of Indebtedness in accordance with purchase accounting.
 
     For purposes of determining compliance with this "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant, in the event that an
item of proposed Indebtedness
 
          (a) meets the criteria of more than one of the categories of Permitted
     Debt described in clauses (1) through (12) above, or
 
          (b) is entitled to be incurred pursuant to the first paragraph of this
     covenant,
 
Charter Holdings will be permitted to classify and from time to time to
reclassify such item of Indebtedness on the date of its incurrence in any manner
that complies with this covenant. For avoidance of doubt, Indebtedness incurred
pursuant to a single agreement, instrument, program, facility or line of credit
may be classified as Indebtedness arising in part under one of the clauses
listed above, and in part under any one or more of the clauses listed above, to
the extent that such Indebtedness satisfies the criteria for such clauses.
 
     (b) Notwithstanding the foregoing, in no event shall any Restricted
Subsidiary of Charter Holdings consummate a Subordinated Debt Financing or a
preferred stock Financing. A "Subordinated Debt Financing" or a "preferred stock
Financing", as the case may be, with respect to any Restricted Subsidiary of
Charter Holdings shall mean a public offering or private placement, whether
pursuant to Rule 144A under the Securities Act or otherwise, of Subordinated
Notes or preferred stock, whether or not such preferred stock constitutes
Disqualified Stock, as the case may be, of such Restricted Subsidiary to one or
more purchasers, other than to one or more Affiliates of Charter Holdings.
"Subordinated Notes" with respect to any Restricted Subsidiary of Charter
Holdings shall mean Indebtedness of such Restricted Subsidiary that is
contractually subordinated in right of payment to any other Indebtedness of such
Restricted Subsidiary, including, without limitation, Indebtedness under the
Credit Facilities. The foregoing limitation shall not apply to
 
          (i) any Indebtedness or preferred stock of any Person existing at the
     time such Person is merged with or into or became a Subsidiary of Charter
     Holdings; provided that such Indebtedness or preferred stock was not
     incurred or issued in connection with, or in contemplation of, such Person
     merging with or into, or becoming a Subsidiary of, Charter Holdings, and
 
          (ii) any Indebtedness or preferred stock of a Restricted Subsidiary
     issued in connection with, and as part of the consideration for, an
     acquisition, whether by stock purchase, asset sale, merger or otherwise, in
     each case involving such Restricted Subsidiary, which Indebtedness or
     preferred stock is issued to the seller or sellers of such stock or assets;
     provided that such Restricted Subsidiary is not obligated to register such
     Indebtedness or preferred stock under the Securities Act or obligated to
     provide information pursuant to Rule 144A under the Securities Act.
 
LIENS
 
     Charter Holdings will not, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or
trade payables on any asset now owned or hereafter acquired, except Permitted
Liens.
 
                                       162

<PAGE>   165
 
DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
 
     Charter Holdings will not, directly or indirectly, create or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of Charter Holdings, to:
 
          (1) pay dividends or make any other distributions on its Capital Stock
     to Charter Holdings or any of its Restricted Subsidiaries, or with respect
     to any other interest or participation in, or measured by, its profits, or
     pay any indebtedness owed to Charter Holdings or any of its Restricted
     Subsidiaries;
 
          (2) make loans or advances to Charter Holdings or any of its
     Restricted Subsidiaries or any of its Restricted Subsidiaries; or
 
          (3) transfer any of its properties or assets to Charter Holdings or
     any of its Restricted Subsidiaries.
 
     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:
 
          (1) Existing Indebtedness as in effect on the date of the indentures,
     including, without limitation, the Credit Facilities and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings thereof; provided that such amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings are no more restrictive, taken as a whole,
     with respect to such dividend and other payment restrictions than those
     contained in such Existing Indebtedness, as in effect on the date of the
     indentures;
 
          (2) the indentures and the notes;
 
          (3) applicable law;
 
          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by Charter Holdings or any of its Restricted Subsidiaries as in
     effect at the time of such acquisition, except to the extent such
     Indebtedness was incurred in connection with or in contemplation of such
     acquisition, which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired; provided that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of the
     indentures to be incurred;
 
          (5) customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;
 
          (6) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on the property so acquired of
     the nature described in clause (3) of the preceding paragraph;
 
          (7) any agreement for the sale or other disposition of a Restricted
     Subsidiary of Charter Holdings that restricts distributions by such
     Restricted Subsidiary pending its sale or other disposition;
 
          (8) Permitted Refinancing Indebtedness; provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness are no more restrictive, taken as a whole, than those
     contained in the agreements governing the Indebtedness being refinanced;
 
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<PAGE>   166
 
          (9) Liens securing Indebtedness otherwise permitted to be incurred
     pursuant to the provisions of the covenant described above under the
     caption "-- Liens" that limit the right of Charter Holdings or any of its
     Restricted Subsidiaries to dispose of the assets subject to such Lien;
 
          (10) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements and other similar agreements
     entered into in the ordinary course of business;
 
          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;
 
          (12) restrictions contained in the terms of Indebtedness permitted to
     be incurred under the covenant "-- Incurrence of Indebtedness and Issuance
     of preferred stock"; provided that such restrictions are no more
     restrictive than the terms contained in the Credit Facilities as in effect
     on March 17, 1999; and
 
          (13) restrictions that are not materially more restrictive than
     customary provisions in comparable financings and the management of Charter
     Holdings determines that such restrictions will not materially impair
     Charter Holdings' ability to make payments as required under the notes.
 
MERGER, CONSOLIDATION, OR SALE OF ASSETS
 
     Neither of the issuers may, directly or indirectly:
 
          (1) consolidate or merge with or into another Person, whether or not
     such issuer is the surviving corporation; or
 
          (2) sell, assign, transfer, convey or otherwise dispose of all or
     substantially all of its properties or assets, in one or more related
     transactions, to another Person; unless:
 
             (1) either:
 
             (a) such issuer, is the surviving corporation; or
 
             (b) the Person formed by or surviving any such consolidation or
        merger, if other than such issuer, or to which such sale, assignment,
        transfer, conveyance or other disposition shall have been made is a
        Person organized or existing under the laws of the United States, any
        state thereof or the District of Columbia, provided that if the Person
        formed by or surviving any such consolidation or merger with either
        issuer is a limited liability company or other Person other than a
        corporation, a corporate co-issuer shall also be an obligor with respect
        to the notes;
 
             (2) the Person formed by or surviving any such consolidation or
        merger, if other than Charter Holdings, or the Person to which such
        sale, assignment, transfer, conveyance or other disposition shall have
        been made assumes all the obligations of Charter Holdings under the
        notes, in the case of Charter Holdings, and the indentures pursuant to
        agreements reasonably satisfactory to the trustee;
 
             (3) immediately after such transaction no Default or Event of
        Default exists; and
 
             (4) Charter Holdings or the Person formed by or surviving any such
        consolidation or merger, if other than Charter Holdings, will, on the
        date of such transaction after giving pro forma effect thereto and any
        related financing
 
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<PAGE>   167
 
        transactions as if the same had occurred at the beginning of the
        applicable four-quarter period, either
 
                  (A) be permitted to incur at least $1.00 of additional
             Indebtedness pursuant to the Leverage Ratio test set forth in the
             first paragraph of the covenant described above under the caption
             "-- Incurrence of Indebtedness and Issuance of preferred stock" or
 
                  (B) have a Leverage Ratio immediately after giving effect to
             such consolidation or merger no greater than the Leverage Ratio
             immediately prior to such consolidation or merger.
 
     In addition, Charter Holdings may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This "Merger, Consolidation, or Sale of
Assets" covenant will not apply to a sale, assignment, transfer, conveyance or
other disposition of assets between or among Charter Holdings and any of its
Wholly Owned Subsidiaries.
 
TRANSACTIONS WITH AFFILIATES
 
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:
 
          (1) such Affiliate Transaction is on terms that are no less favorable
     to Charter Holdings or the relevant Restricted Subsidiary than those that
     would have been obtained in a comparable transaction by Charter Holdings or
     such Restricted Subsidiary with an unrelated Person; and
 
          (2) Charter Holdings delivers to the trustee:
 
             (a) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $15.0 million, a resolution of the board of directors of Charter
        Holdings set forth in an officers' certificate certifying that such
        Affiliate Transaction complies with this covenant and that such
        Affiliate Transaction has been approved by a majority of the members of
        the board of directors; and
 
             (b) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $50.0 million, an opinion as to the fairness to the holders of such
        Affiliate Transaction from a financial point of view issued by an
        accounting, appraisal or investment banking firm of national standing.
 
     The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:
 
          (1) existing employment agreement entered into by Charter Holdings or
     any of its Subsidiaries and any employment agreement entered into by
     Charter Holdings or any of its Restricted Subsidiaries in the ordinary
     course of business and consistent with the past practice of Charter
     Holdings or such Restricted Subsidiary;
 
          (2) transactions between or among Charter Holdings and/or its
     Restricted Subsidiaries;
 
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<PAGE>   168
 
          (3) payment of reasonable directors fees to Persons who are not
     otherwise Affiliates of Charter Holdings, and customary indemnification and
     insurance arrangements in favor of directors, regardless of affiliation
     with Charter Holdings, or any of its Restricted Subsidiaries;
 
          (4) payment of management fees pursuant to management agreements
     either
 
             (A) existing on March 17, 1999 or
 
             (B) entered into after March 17, 1999,
 
        to the extent that such management agreements provide for percentage
        fees no higher than the percentage fees existing under the management
        agreements existing on March 17, 1999;
 
          (5) Restricted Payments that are permitted by the provisions of the
     indentures described above under the caption "-- Restricted Payments"; and
 
          (6) Permitted Investments.
 
SALE AND LEASEBACK TRANSACTIONS
 
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
Charter Holdings may enter into a sale and leaseback transaction if:
 
          (1) Charter Holdings could have
 
             (a) incurred Indebtedness in an amount equal to the Attributable
        Debt relating to such sale and leaseback transaction under the Leverage
        Ratio test in the first paragraph of the covenant described above under
        the caption "-- Incurrence of Additional Indebtedness and Issuance of
        preferred stock" and
 
             (b) incurred a Lien to secure such Indebtedness pursuant to the
        covenant described above under the caption "-- Liens"; and
 
          (2) the transfer of assets in that sale and leaseback transaction is
     permitted by, and Charter Holdings applies the proceeds of such transaction
     in compliance with, the covenant described above under the caption
     "-- Asset Sales."
 
     The foregoing restrictions do not apply to a sale and leaseback transaction
if the lease is for a period, including renewal rights, of not in excess of
three years.
 
LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS
 
     Charter Holdings will not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of Charter Holdings, except in respect of the Credit
Facilities (the "Guaranteed Indebtedness") unless
 
     (1) such Restricted Subsidiary of Charter Holdings simultaneously executes
and delivers a supplemental indenture providing for the Guarantee (a "Subsidiary
Guarantee") of the payment of the notes by such Restricted Subsidiary, and
 
     (2) until one year after all the notes have been paid in full in cash, such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against Charter Holdings or any other Restricted
Subsidiary of Charter Holdings as a
 
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<PAGE>   169
 
result of any payment by such Restricted Subsidiary under its Subsidiary
Guarantee; provided that this paragraph shall not be applicable to any Guarantee
or any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary. If the
Guaranteed Indebtedness is subordinated to the notes, then the Guarantee of such
Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that the Guaranteed Indebtedness is subordinated to the
notes.
 
PAYMENTS FOR CONSENT
 
     Charter Holdings will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any holder of notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the indentures or the notes
unless such consideration is offered to be paid and is paid to all holders of
the notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.
 
REPORTS
 
     Whether or not required by the Securities and Exchange Commission, so long
as any notes are outstanding, Charter Holdings will furnish to the holders of
notes, within the time periods specified in the Securities and Exchange
Commission's rules and regulations:
 
          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Securities and Exchange
     Commission on Forms 10-Q and 10-K if Charter Holdings were required to file
     such Forms, including a "Management's Discussion and Analysis of Financial
     Condition and Results of Operations" section and, with respect to the
     annual information only, a report on the annual financial statements by
     Charter Holdings' independent public accountants; and
 
          (2) all current reports that would be required to be filed with the
     Securities and Exchange Commission on Form 8-K if Charter Holdings were
     required to file such reports.
 
     If Charter Holdings has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of Charter
Holdings and its Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries of Charter Holdings.
 
     In addition, whether or not required by the Securities and Exchange
Commission, Charter Holdings will file a copy of all of the information and
reports referred to in clauses (1) and (2) above with the Securities and
Exchange Commission for public availability within the time periods specified in
the Securities and Exchange Commission's rules and regulations, unless the
Securities and Exchange Commission will not accept such a filing, and make such
information available to securities analysts and prospective investors upon
request.
 
                                       167

<PAGE>   170
 
EVENTS OF DEFAULT AND REMEDIES
 
     Each of the following is an Event of Default:
 
          (1) default for 30 days in the payment when due of interest on the
     notes;
 
          (2) default in payment when due of the principal of or premium, if
     any, on the notes;
 
          (3) failure by Charter Holdings or any of its Restricted Subsidiaries,
     to comply with the provisions described under the captions "-- Change of
     Control" or "-- Merger, Consolidation, or Sale of Assets";
 
          (4) failure by Charter Holdings or any of its Restricted Subsidiaries,
     for 30 days after written notice thereof has been given to Charter Holdings
     by the trustee or to Charter Holdings and the trustee by holders of at
     least 25% of the aggregate principal amount of the notes outstanding to
     comply with any of their other covenants or agreements in the indentures;
 
          (5) default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by Charter Holdings or any of its
     Restricted Subsidiaries, or the payment of which is guaranteed by Charter
     Holdings or any of its Restricted Subsidiaries, whether such Indebtedness
     or guarantee now exists, or is created after the date of the indentures, if
     that default:
 
             (a) is caused by a failure to pay at final stated maturity the
        principal amount on such Indebtedness prior to the expiration of the
        grace period provided in such Indebtedness on the date of such default
        (a "Payment Default"); or
 
             (b) results in the acceleration of such Indebtedness prior to its
        express maturity, and, in each case, the principal amount of any such
        Indebtedness, together with the principal amount of any other such
        Indebtedness under which there has been a Payment Default or the
        maturity of which has been so accelerated, aggregates $100.0 million or
        more;
 
          (6) failure by Charter Holdings or any of its Restricted Subsidiaries
     to pay final judgments which are non-appealable aggregating in excess of
     $100.0 million, net of applicable insurance which has not been denied in
     writing by the insurer, which judgments are not paid, discharged or stayed
     for a period of 60 days; and
 
          (7) Charter Holdings or any of its Significant Subsidiaries pursuant
     to or within the meaning of bankruptcy law:
 
             (a) commences a voluntary case,
 
             (b) consents to the entry of an order for relief against it in an
        involuntary case,
 
             (c) consents to the appointment of a custodian of it or for all or
        substantially all of its property, or
 
             (d) makes a general assignment for the benefit of its creditors; or
 
          (8) a court of competent jurisdiction enters an order or decree under
     any bankruptcy law that:
 
             (a) is for relief against Charter Holdings or any of its
        Significant Subsidiaries in an involuntary case;
 
                                       168

<PAGE>   171
 
             (b) appoints a custodian of Charter Holdings or any of its
        Significant Subsidiaries or for all or substantially all of the property
        of Charter Holdings or any of its Significant Subsidiaries; or
 
             (c) orders the liquidation of Charter Holdings or any of its
        Significant Subsidiaries;
 
     and the order or decree remains unstayed and in effect for 60 consecutive
days.
 
     In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to Charter Holdings, all outstanding
notes will become due and payable immediately without further action or notice.
If any other Event of Default occurs and is continuing, the trustee or the
holders of at least 25% in principal amount of the then outstanding notes of
each series may declare their respective notes to be due and payable
immediately.
 
     Holders of the notes may not enforce the indentures or the notes except as
provided in the indentures. Subject to certain limitations, holders of a
majority in principal amount of the then outstanding notes of each series may
direct the trustee in its exercise of any trust or power with respect to that
series. The trustee may withhold from holders of the notes notice of any
continuing Default or Event of Default, except a Default or Event of Default
relating to the payment of principal or interest, if it determines that
withholding notice is in their interest.
 
     The holders of a majority in aggregate principal amount of the notes then
outstanding of each series by notice to the trustee may on behalf of the holders
of all of the notes of such series waive any existing Default or Event of
Default and its consequences under the indentures except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the notes.
 
     Charter Holdings will be required to deliver to the trustee annually a
statement regarding compliance with the indentures. Upon becoming aware of any
Default or Event of Default, Charter Holdings will be required to deliver to the
trustee a statement specifying such Default or Event of Default.
 
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS AND
STOCKHOLDERS
 
     No director, officer, employee, incorporator, member or stockholder of
Charter Holdings, as such, shall have any liability for any obligations of
Charter Holdings under the notes, the indentures, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each holder of
notes by accepting a note waives and releases all such liability. The waiver and
release will be part of the consideration for issuance of the notes. The waiver
may not be effective to waive liabilities under the federal securities laws.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
     Charter Holdings may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding notes ("Legal
Defeasance") except for:
 
          (1) the rights of holders of outstanding notes to receive payments in
     respect of the Accreted Value or principal of, premium, if any, and
     interest on such notes when such payments are due from the trust referred
     to below;
 
                                       169

<PAGE>   172
 
          (2) Charter Holdings' obligations with respect to the notes concerning
     issuing temporary notes, registration of notes, mutilated, destroyed, lost
     or stolen notes and the maintenance of an office or agency for payment and
     money for security payments held in trust;
 
          (3) the rights, powers, trusts, duties and immunities of the trustee,
     and Charter Holdings' obligations in connection therewith; and
 
          (4) the Legal Defeasance provisions of the indentures.
 
     In addition, Charter Holdings may, at its option and at any time, elect to
have the obligations of Charter Holdings released with respect to certain
covenants that are described in the indentures ("Covenant Defeasance") and
thereafter any omission to comply with those covenants shall not constitute a
Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events, not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events, described under "Events of
Default" will no longer constitute an Event of Default with respect to the
notes.
 
     In order to exercise either Legal Defeasance or Covenant Defeasance:
 
          (1) Charter Holdings must irrevocably deposit with the trustee, in
     trust, for the benefit of the holders of the notes, cash in U.S. dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, premium,
     if any, and interest on the outstanding notes on the stated maturity or on
     the applicable redemption date, as the case may be, and Charter Holdings
     must specify whether the notes are being defeased to maturity or to a
     particular redemption date;
 
          (2) in the case of Legal Defeasance, Charter Holdings shall have
     delivered to the trustee an opinion of counsel reasonably acceptable to the
     trustee confirming that
 
             (a) Charter Holdings has received from, or there has been published
        by, the Internal Revenue Service a ruling or
 
             (b) since the date of the indentures, there has been a change in
        the applicable federal income tax law, in either case to the effect
        that, and based thereon such opinion of counsel shall confirm that, the
        holders of the outstanding notes will not recognize income, gain or loss
        for federal income tax purposes as a result of such Legal Defeasance and
        will be subject to federal income tax on the same amounts, in the same
        manner and at the same times as would have been the case if such Legal
        Defeasance had not occurred;
 
          (3) in the case of Covenant Defeasance, Charter Holdings shall have
     delivered to the trustee an opinion of counsel reasonably acceptable to the
     trustee confirming that the holders of the outstanding notes will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Covenant Defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;
 
          (4) no Default or Event of Default shall have occurred and be
     continuing either:
 
             (a) on the date of such deposit, other than a Default or Event of
        Default resulting from the borrowing of funds to be applied to such
        deposit; or
 
                                       170

<PAGE>   173
 
             (b) or insofar as Events of Default from bankruptcy or insolvency
        events are concerned, at any time in the period ending on the 91st day
        after the date of deposit;
 
          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument, other than the indentures, to which Charter
     Holdings or any of its Restricted Subsidiaries is a party or by which
     Charter Holdings or any of its Restricted Subsidiaries is bound;
 
          (6) Charter Holdings must have delivered to the trustee an opinion of
     counsel to the effect that after the 91st day assuming no intervening
     bankruptcy, that no holder is an insider of Charter Holdings following the
     deposit and that such deposit would not be deemed by a court of competent
     jurisdiction a transfer for the benefit of either issuer in its capacity as
     such, the trust funds will not be subject to the effect of any applicable
     bankruptcy, insolvency, reorganization or similar laws affecting creditors'
     rights generally;
 
          (7) Charter Holdings must deliver to the trustee an officers'
     certificate stating that the deposit was not made by Charter Holdings with
     the intent of preferring the holders of notes over the other creditors of
     Charter Holdings with the intent of defeating, hindering, delaying or
     defrauding creditors of Charter Holdings or others; and
 
          (8) Charter Holdings must deliver to the trustee an officers'
     certificate and an opinion of counsel, each stating that all conditions
     precedent relating to the Legal Defeasance or the Covenant Defeasance have
     been complied with.
 
     Notwithstanding the foregoing, the opinion of counsel required by clause
(2) above with respect to a Legal Defeasance need not be delivered if all notes
not theretofore delivered to the trustee for cancellation
 
     (a) have become due and payable or
 
     (b) will become due and payable on the maturity date within one year under
arrangements satisfactory to the trustee for the giving of notice of redemption
by the trustee in the name, and at the expense, of the issuers.
 
AMENDMENT, SUPPLEMENT AND WAIVER
 
     Except as provided below, the indentures or the notes may be amended or
supplemented with the consent of the holders of at least a majority in principal
amount of the then outstanding notes of each series. This includes consents
obtained in connection with a purchase of notes, a tender offer for notes, or an
exchange offer for notes. Any existing Default or compliance with any provision
of the indentures or the notes may be waived with the consent of the holders of
a majority in principal amount of the then outstanding notes of each series.
This includes consents obtained in connection with a purchase of notes, a tender
offer for notes, or an exchange offer for notes. Without the consent of each
holder affected, an amendment or waiver may not, with respect to any notes held
by a non-consenting holder:
 
          (1) reduce the principal amount of notes whose holders must consent to
     an amendment, supplement or waiver;
 
          (2) reduce the principal of or change the fixed maturity of any note
     or alter the payment provisions with respect to the redemption of the
     notes, other than provisions
 
                                       171

<PAGE>   174
 
     relating to the covenants described above under the caption "-- Repurchase
     at the Option of holders";
 
          (3) reduce the rate of or extend the time for payment of interest on
     any note;
 
          (4) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest on the notes, except a rescission of
     acceleration of the notes by the holders of at least a majority in
     aggregate principal amount of the notes and a waiver of the payment default
     that resulted from such acceleration;
 
          (5) make any note payable in money other than that stated in the
     notes;
 
          (6) make any change in the provisions of the indentures relating to
     waivers of past Defaults or the rights of holders of notes to receive
     payments of Accreted Value or principal of, or premium, if any, or interest
     on the notes;
 
          (7) waive a redemption payment with respect to any note, other than a
     payment required by one of the covenants described above under the caption
     "-- Repurchase at the Option of Holders";
 
          (8) make any change in the preceding amendment and waiver provisions.
 
     Notwithstanding the preceding, without the consent of any holder of notes,
Charter Holdings and the trustee may amend or supplement the indentures or the
notes:
 
          (1) to cure any ambiguity, defect or inconsistency;
 
          (2) to provide for uncertificated notes in addition to or in place of
     certificated notes;
 
          (3) to provide for the assumption of Charter Holdings' obligations to
     holders of notes in the case of a merger or consolidation or sale of all or
     substantially all of Charter Holdings' assets;
 
          (4) to make any change that would provide any additional rights or
     benefits to the holders of notes or that does not adversely affect the
     legal rights under the indentures of any such holder; or
 
          (5) to comply with requirements of the Securities and Exchange
     Commission in order to effect or maintain the qualification of the
     indentures under the Trust Indenture Act or otherwise as necessary to
     comply with applicable law.
 
GOVERNING LAW
 
     The indentures and the notes will be governed by the laws of the State of
New York.
 
CONCERNING THE TRUSTEE
 
     If the trustee becomes a creditor of Charter Holdings, the indentures limit
its right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Securities and Exchange Commission for permission to continue
or resign.
 
     The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indentures provide
 
                                       172

<PAGE>   175
 
that in case an Event of Default shall occur and be continuing, the trustee will
be required, in the exercise of its power, to use the degree of care of a
prudent man in the conduct of his own affairs. Subject to such provisions, the
trustee will be under no obligation to exercise any of its rights or powers
under the indentures at the request of any holder of notes, unless such holder
shall have offered to the trustee security and indemnity satisfactory to it
against any loss, liability or expense.
 
ADDITIONAL INFORMATION
 
     Anyone who receives this prospectus may obtain a copy of the indentures
without charge by writing to Charter Investment, Inc., 12444 Powerscourt Drive,
Suite 100, St. Louis, Missouri 63131, Attention: Corporate Secretary.
 
BOOK-ENTRY, DELIVERY AND FORM
 
     The notes will initially be issued in the form of global securities held in
book-entry form. The notes will be deposited with the trustee as custodian for
the Depository Trust Company, and the Depository Trust Company or its nominee
will initially be the sole registered holder of the notes for all purposes under
the indentures. Unless it is exchanged in whole or in part for debt securities
in definitive form as described below, a global security may not be transferred.
However, transfers of the whole security between the Depository Trust Company
and its nominee or their respective successors are permitted.
 
     Upon the issuance of a global security, the Depository Trust Company or its
nominee will credit on its internal system the principal amount at maturity of
the individual beneficial interest represented by the global security acquired
by the persons in this offering. Ownership of beneficial interests in a global
security will be limited to persons that have accounts with the Depository Trust
Company or persons that hold interests through participants. Ownership of
beneficial interests will be shown on, and the transfer of that the Depository
Trust Company or its nominee relating to interests of participants and the
records of participants relating to interests of persons other than
participants. The laws of some jurisdictions require that some purchasers of
securities take physical delivery of the securities in definitive form. These
limits and laws may impair the ability to transfer beneficial interests in a
global security.
 
     Principal and interest payments on global securities registered in the name
of the Depository Trust Company's nominee will be made in immediate available
funds to the Depository Trust Company's nominee as the registered owner of the
global securities. The issuers and the trustee will treat the Depository Trust
Company's nominee as the owner of the global securities for all other purposes
as well. Accordingly, the issuers, the trustee, any paying agent and the initial
purchasers will have no direct responsibility or liability for any aspect of the
records relating to payments made on account of beneficial interests in the
global securities or for maintaining, supervising or reviewing any records
relating to these beneficial interests. It is the Depository Trust Company's
current practice, upon receipt of any payment of principal or interest, to
credit direct participants' accounts on the payment date according to their
respective holdings of beneficial interests in the global securities. These
payments will be the responsibility of the direct and indirect participants and
not of the Depository Trust Company, the issuers, the trustee or the initial
purchasers.
 
     So long as the Depository Trust Company or its nominee is the registered
owner or holder of the global security, the Depository Trust Company or its
nominee, as the case
 
                                       173

<PAGE>   176
 
may be, will be considered the sole owner or holder of the notes represented by
the global security for the purposes of:
 
     (1) receiving payment on the notes;
 
     (2) receiving notices; and
 
     (3) for all other purposes under the indentures and the notes.
 
Beneficial interests in the notes will be evidenced only by, and transfers of
the notes will be effected only through, records maintained by the Depository
Trust Company and its participants.
 
     Except as described above, owners of beneficial interests in a global
security will not be entitled to receive physical delivery of certificated notes
in definitive form and will not be considered the holders of the global security
for any purposes under the indentures. Accordingly, each person owning a
beneficial interest in a global security must rely on the procedures of the
Depository Trust Company. And, if that person is not a participant, the person
must rely on the procedures of the participant through which that person owns
its interest, to exercise any rights of a holder under the indentures. Under
existing industry practices, if the issuers request any action of holders or an
owner of a beneficial interest in a global security desires to take any action
under the indentures, the Depository Trust Company would authorize the
participants holding the relevant beneficial interest to take that action. The
participants then would authorize beneficial owners owning through the
participants to take the action or would otherwise act upon the instructions of
beneficial owners owning through them.
 
     The Depository Trust Company has advised the issuers that it will take any
action permitted to be taken by a holder of notes only at the direction of one
or more participants to whose account with the Depository Trust Company
interests in the global security are credited. Further, the Depository Trust
Company will take action only as to the portion of the aggregate principal
amount at maturity of the notes as to which the participant or participants has
or have given the direction.
 
     Although the Depository Trust Company has agreed to the procedures
described above in order to facilitate transfers of interests in global
securities among participants of the Depository Trust Company, it is under no
obligation to perform these procedures, and the procedures may be discontinued
at any time. None of the issuers, the trustee, any agent of the issuers or the
initial purchasers will have any responsibility for the performance by the
Depository Trust Company or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.
 
     The Depository Trust Company has provided the following information to us.
The Depository Trust Company is a:
 
     (1) limited-purpose trust company organized under the New York Banking Law;
 
     (2) a banking organization within the meaning of the New York Banking Law;
 
     (3) a member of the United States Federal Reserve System;
 
     (4) a clearing corporation within the meaning of the New York Uniform
         Commercial Code; and
 
     (5) a clearing agency registered under the provisions of Section 17A of the
         Securities Exchange Act.
 
                                       174

<PAGE>   177
 
CERTIFICATED NOTES
 
     Notes represented by a global security are exchangeable for certificated
notes only if:
 
     (1) the Depository Trust Company notifies the issuers that it is unwilling
         or unable to continue as depository or if the Depository Trust Company
         ceases to be a registered clearing agency, and a successor depository
         is not appointed by the issuers within 90 days;
 
     (2) the issuers determine not to require all of the notes to be represented
         by a global security and notifies the trustee of its decision; or
 
     (3) an Event of Default or an event which, with the giving of notice or
         lapse of time, or both, would constitute an Event of Default relating
         to the notes represented by the global security has occurred and is
         continuing.
 
     Any global security that is exchangeable for certificated notes in
accordance with the preceding sentence will be transferred to, and registered
and exchanged for, certificated notes in authorized denominations and registered
in the names as the Depository Trust Company or its nominee may direct. However,
a global security is only exchangeable for a global security of like
denomination to be registered in the name of the Depository Trust Company or its
nominee. If a global security becomes exchangeable for certificated notes:
 
     (1) certificated notes will be issued only in fully registered form in
         denominations of $1,000 or integral multiples of $1,000;
 
     (2) payment of principal, premium, if any, and interest on the certificated
         notes will be payable, and the transfer of the certificated notes will
         be registrable, at the office or agency of the issuers maintained for
         these purposes; and
 
     (3) no service charge will be made for any issuance of the certificated
         notes, although the issuers may require payment of a sum sufficient to
         cover any tax or governmental charge imposed in connection with the
         issuance.
 
CERTAIN DEFINITIONS
 
     Set forth below are certain defined terms used in the indentures. Reference
is made to the indentures for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
 
                                       175

<PAGE>   178
 
     "ACCRETED VALUE" is defined to mean, for any Specific Date, the amount
calculated pursuant to (1), (2), (3) or (4) for each $1,000 of principal amount
at maturity of the 9.920% notes:
 
          (1) if the Specified Date occurs on one or more of the following
     dates, each a "Semi-Annual Accrual Date", the Accreted Value will equal the
     amount set forth below for such Semi-Annual Accrual Date:
 

<TABLE>
<CAPTION>
SEMI-ANNUAL
ACCRUAL DATE                                       ACCRETED VALUE
------------                                       --------------
<S>                                                <C>
March 17, 1999...................................    $  613.94
October 1, 1999..................................       646.88
April 1, 2000....................................       678.96
October 1, 2000..................................       712.64
April 1, 2001....................................       747.99
October 1, 2001..................................       785.09
April 1, 2002....................................       824.03
October 1, 2002..................................       864.90
April 1, 2003....................................       907.80
October 1, 2003..................................       952.82
April 1, 2004....................................    $1,000.00
</TABLE>

 
          (2) if the Specified Date occurs before the first Semi-Annual Accrual
     Date, the Accreted Value will equal the sum of
 
             (a) $613.94 and
 
             (b) an amount equal to the product of
 
                  (x) the Accreted Value for the first Semi-Annual Accrual Date
             less $613.94 multiplied by
 
                  (y) a fraction, the numerator of which is the number of days
             from March 17, 1999 to the Specified Date, using a 360-day year of
             twelve 30-day months, and the denominator of which is the number of
             days elapsed from March 17, 1999 to the first Semi-Annual Accrual
             Date, using a 360-day year of twelve 30-day months;
 
          (3) if the Specified Date occurs between two Semi-Annual Accrual
     Dates, the Accreted Value will equal the sum of
 
             (a) the Accreted Value for the Semi-Annual Accrual Date immediately
        preceding such Specified Date and
 
             (b) an amount equal to the product of
 
                  (1) the Accreted Value for the immediately following
             Semi-Annual Accrual Date less the Accreted Value for the
             immediately preceding Semi-Annual Accrual Date multiplied by
 
                  (2) a fraction, the numerator of which is the number of days
             from the immediately preceding Semi-Annual Accrual Date to the
             Specified Date, using a 360-day year of twelve 30-day months, and
             the denominator of which is 180; or
 
                                       176

<PAGE>   179
 
          (4) if the Specified Date occurs after the last Semi-Annual Accrual
     Date, the Accreted Value will equal $1,000.
 
     "ACQUIRED DEBT" means, with respect to any specified Person:
 
          (1) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Subsidiary of such specified
     Person, whether or not such Indebtedness is incurred in connection with, or
     in contemplation of, such other Person merging with or into, or becoming a
     Subsidiary of, such specified Person; and
 
          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.
 
     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.
 
     "AFFILIATE TRANSACTION" is set forth above under the caption "-- Certain
Covenants -- Transaction with Affiliates."
 
     "ASSET ACQUISITION" means
 
     (a) an Investment by Charter Holdings or any of its Restricted
Subsidiaries, in any other Person pursuant to which such Person shall become a
Restricted Subsidiary of Charter Holdings or any of its Restricted Subsidiaries,
or shall be merged with or into Charter Holdings or any of its Restricted
Subsidiaries, or
 
     (b) the acquisition by Charter Holdings or any of its Restricted
Subsidiaries, of the assets of any Person which constitute all or substantially
all of the assets of such Person, any division or line of business of such
Person or any other properties or assets of such Person other than in the
ordinary course of business.
 
     "ASSET SALE" means:
 
          (1) the sale, lease, conveyance or other disposition of any assets or
     rights, other than sales of inventory in the ordinary course of business
     consistent with past practices; provided that the sale, conveyance or other
     disposition of all or substantially all of the assets of Charter Holdings
     and its Restricted Subsidiaries, taken as a whole, will be governed by the
     provisions of the indentures described above under the caption "-- Change
     of Control" and/or the provisions described above under the caption
     "-- Merger, Consolidation or Sale of Assets" and not by the provisions of
     the Asset Sale covenant; and
 
          (2) the issuance of Equity Interests by any of Charter Holdings'
     Restricted Subsidiaries or the sale of Equity Interests in any of Charter
     Holdings' Restricted Subsidiaries.
 
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<PAGE>   180
 
     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:
 
          (1) any single transaction or series of related transactions that:
 
             (a) involves assets having a fair market value of less than $100
        million; or
 
             (b) results in net proceeds to Charter Holdings and its Restricted
        Subsidiaries of less than $100 million;
 
          (2) a transfer of assets between or among Charter Holdings and its
     Restricted Subsidiaries;
 
          (3) an issuance of Equity Interests by a Wholly Owned Restricted
     Subsidiary of Charter Holdings to Charter Holdings or to another Wholly
     Owned Restricted Subsidiary of Charter Holdings;
 
          (4) a Restricted Payment that is permitted by the covenant described
     above under the caption "-- Restricted Payments" and a Restricted
     Investment that is permitted by the covenant described above under the
     caption "-- Investments"; and
 
          (5) the incurrence of Permitted Liens and the disposition of assets
     related to such Permitted Liens by the secured party pursuant to a
     foreclosure.
 
     "ASSET SALE OFFER" means a situation in which the issuers commence an offer
to all holders to purchase notes pursuant to Section 4.11 of the indentures.
 
     "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessee, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.
 
     "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person," as such term is used in Section 13(d)(3)
of the Exchange Act, such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.
 
     "CABLE RELATED BUSINESS" means the business of owning cable television
systems and businesses ancillary, complementary and related thereto.
 
     "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.
 
     "CAPITAL STOCK" means:
 
          (1) in the case of a corporation, corporate stock;
 
          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents, however
     designated, of corporate stock;
 
          (3) in the case of a partnership or limited liability company,
     partnership or membership interests, whether general or limited; and
 
                                       178

<PAGE>   181
 
          (4) any other interest, other than any debt obligation, or
     participation that confers on a Person the right to receive a share of the
     profits and losses of, or distributions of assets of, the issuing Person.
 
     "CAPITAL STOCK SALE PROCEEDS" means the aggregate net cash proceeds,
including the fair market value of the non-cash proceeds, as determined by an
independent appraisal firm, received by Charter Holdings since the date of the
indentures
 
          (x) as a contribution to the common equity capital or from the issue
     or sale of Equity Interests of Charter Holdings, other than Disqualified
     Stock, or
 
          (y) from the issue or sale of convertible or exchangeable Disqualified
     Stock or convertible or exchangeable debt securities of Charter Holdings
     that have been converted into or exchanged for such Equity Interests, other
     than Equity Interests or Disqualified Stock or debt securities sold to a
     Subsidiary of Charter Holdings.
 
     "CASH EQUIVALENTS" means:
 
          (1) United States dollars;
 
          (2) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof,
     provided that the full faith and credit of the United States is pledged in
     support thereof, having maturities of not more than twelve months from the
     date of acquisition;
 
          (3) certificates of deposit and eurodollar time deposits with
     maturities of twelve months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding six months and overnight bank
     deposits, in each case, with any domestic commercial bank having combined
     capital and surplus in excess of $500 million and a Thompson Bank Watch
     Rating at the time of acquisition of "B" or better;
 
          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;
 
          (5) commercial paper having a rating of at least "P-1" from Moody's or
     at least "A-1" from S&P and in each case maturing within twelve months
     after the date of acquisition;
 
          (6) corporate debt obligations maturing within twelve months after the
     date of acquisition thereof, rated at the time of acquisition at least
     "Aaa" or "P-1" by Moody's or "AAA" or "A-1" by S&P;
 
          (7) auction-rate preferred stocks of any corporation maturing not
     later than 45 days after the date of acquisition thereof, rated at the time
     of acquisition at least "Aaa" by Moody's or "AAA" by S&P;
 
          (8) securities issued by any state, commonwealth or territory of the
     United States, or by any political subdivision or taxing authority thereof,
     maturing not later than six months after the date of acquisition thereof,
     rated at the time of acquisition at least "A" by Moody's or S&P; and
 
          (9) money market or mutual funds at least 90% of the assets of which
     constitute Cash Equivalents of the kinds described in clauses (1) through
     (8) of this definition.
 
                                       179

<PAGE>   182
 
     "CHANGE OF CONTROL" means the occurrence of any of the following:
 
          (1) the sale, transfer, conveyance or other disposition, other than by
     way of merger or consolidation, in one or a series of related transactions,
     of all or substantially all of the assets of Charter Holdings and its
     Subsidiaries, taken as a whole, to any "person," as such term is used in
     Section 13(d)(3) of the Exchange Act, other than Paul G. Allen or a Related
     Party of Mr. Allen;
 
          (2) the adoption of a plan relating to the liquidation or dissolution
     of Charter Holdings;
 
          (3) the consummation of any transaction, including, without
     limitation, any merger or consolidation, the result of which is that any
     "person," as defined above, other than Paul G. Allen and Related Parties
     and any entity formed for the purpose of owning Capital Stock of Charter
     Holdings, becomes the Beneficial Owner, directly or indirectly, of more
     than 35% of the Voting Stock of Charter Holdings, measured by voting power
     rather than number of shares, unless Paul G. Allen or a Related Party
     Beneficially Owns, directly or indirectly a greater percentage of Voting
     Stock of Charter Holdings, measured by voting power rather than the number
     of shares, than such person;
 
          (4) after Charter Holdings' initial public offering, the first day on
     which a majority of the members of the board of directors of Charter
     Holdings are not Continuing Directors; or
 
          (5) Charter Holdings consolidates with, or merges with or into, any
     Person, or any Person consolidates with, or merges with or into, Charter
     Holdings, in any such event pursuant to a transaction in which any of the
     outstanding Voting Stock of Charter Holdings is converted into or exchanged
     for cash, securities or other property, other than any such transaction
     where the Voting Stock of Charter Holdings outstanding immediately prior to
     such transaction is converted into or exchanged for Voting Stock, other
     than Disqualified Stock, of the surviving or transferee Person constituting
     a majority of the outstanding shares of such Voting Stock of such surviving
     or transferee Person immediately after giving effect to such issuance.
 
     "CONSOLIDATED EBITDA" means with respect to any Person, for any period, the
net income of such Person and its Restricted Subsidiaries for such period plus,
to the extent such amount was deducted in calculating such net income:
 
          (1) Consolidated Interest Expense;
 
          (2) income taxes;
 
          (3) depreciation expense;
 
          (4) amortization expense;
 
          (5) all other non-cash items, extraordinary items, nonrecurring and
     unusual items and the cumulative effects of changes in accounting
     principles reducing such net income, less all non-cash items, extraordinary
     items, nonrecurring and unusual items and cumulative effects of changes in
     accounting principles increasing such net income, all as determined on a
     consolidated basis for Charter Holdings and its Restricted Subsidiaries in
     conformity with GAAP;
 
          (6) amounts actually paid during such period pursuant to a deferred
     compensation plan; and
 
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<PAGE>   183
 
          (7) for purposes of the covenant "-- Incurrence of Indebtedness and
     Issuance of preferred stock" only, Management Fees;
 
provided that Consolidated EBITDA shall not include:
 
             (x) the net income, or net loss, of any Person that is not a
        Restricted Subsidiary ("Other Person"), except
 
                  (I) with respect to net income, to the extent of the amount of
             dividends or other distributions actually paid to such Person or
             any of its Restricted Subsidiaries by such Other Person during such
             period and
 
                  (II) with respect to net losses, to the extent of the amount
             of investments made by such Person or any Restricted Subsidiary of
             such Person in such Other Person during such period;
 
             (y) solely for the purposes of calculating the amount of Restricted
        Payments that may be made pursuant to clause (3) of the covenant
        described under the subheading "Certain Covenants -- Restricted
        Payments," and in such case, except to the extent includable pursuant to
        clause (x) above, the net income or net loss, of any Other Person
        accrued prior to the date it becomes a Restricted Subsidiary or is
        merged into or consolidated with such Person or any Restricted
        Subsidiaries or all or substantially all of the property and assets of
        such Other Person are acquired by such Person or any of its Restricted
        Subsidiaries; and
 
             (z) the net income of any Restricted Subsidiary to the extent that
        the declaration or payment of dividends or similar distributions by such
        Restricted Subsidiary of such net income is not at the time permitted by
        the operation of the terms of its charter or any agreement, instrument,
        judgment, decree, order, statute, rule or governmental regulation
        applicable to such Restricted Subsidiary, other than any agreement or
        instrument evidencing Indebtedness or preferred stock outstanding on the
        date of the indenture or incurred or issued thereafter in compliance
        with the covenant described under the caption "Certain Covenants --
        Incurrence of Indebtedness and Issuance of preferred stock;" provided
        that
 
                  (a) the terms of any such agreement restricting the
             declaration and payment of dividends or similar distributions apply
             only in the event of a default with respect to a financial covenant
             or a covenant relating to payment, beyond any applicable period of
             grace, contained in such agreement or instrument, and
 
                  (b) such terms are determined by such Person to be customary
             in comparable financings and such restrictions are determined by
             the issuers not to materially affect the issuers' ability to make
             principal or interest payments on the notes when due.
 
     "CONSOLIDATED INDEBTEDNESS" means, with respect to any Person as of any
date of determination, the sum, without duplication, of:
 
          (1) the total amount of outstanding Indebtedness of such Person and
     its Restricted Subsidiaries, plus
 
          (2) the total amount of Indebtedness of any other Person, that has
     been Guaranteed by the referent Person or one or more of its Restricted
     Subsidiaries, plus
 
                                       181

<PAGE>   184
 
          (3) the aggregate liquidation value of all Disqualified Stock of such
     Person and all preferred stock of Restricted Subsidiaries of such Person,
     in each case, determined on a consolidated basis in accordance with GAAP.
 
     "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for any
period, without duplication, the sum of:
 
          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, amortization or original issue discount,
     non-cash interest payments, the interest component of any deferred payment
     obligations, the interest component of all payments associated with Capital
     Lease Obligations, commissions, discounts and other fees and charges
     incurred in respect of letter of credit or bankers' acceptance financings,
     and net payments, if any, pursuant to Hedging Obligations; and
 
          (2) the consolidated interest expense of such Person and its
     Restricted Subsidiaries that was capitalized during such period, and
 
          (3) any interest expense on Indebtedness of another Person that is
     guaranteed by such Person or one of its Restricted Subsidiaries or secured
     by a Lien on assets of such Person or one of its Restricted Subsidiaries,
     whether or not such Guarantee or Lien is called upon;
 
excluding, however, any amount of such interest of any Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated EBITDA pursuant to clause (z) of the definition thereof, but only
in the same proportion as the net income of such Restricted Subsidiary is
excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of
the definition thereof, in each case, on a consolidated basis and in accordance
with GAAP.
 
     "CONTINUING DIRECTORS" means, as of any date of determination, any member
of the board of directors of Charter Holdings who:
 
          (1) was a member of such board of directors on the date of the
     indentures; or
 
          (2) was nominated for election or elected to such board of directors
     with the approval of a majority of the Continuing Directors who were
     members of such Board at the time of such nomination or election or whose
     election or appointment was previously so approved.
 
     "COVENANT DEFEASANCE" is set forth above under the caption "-- Legal
Defeasance and Covenant Defeasance."
 
     "CREDIT FACILITIES" means, with respect to Charter Holdings, and/or its
Restricted Subsidiaries, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing, including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables, or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.
 
     "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.
 
     "DISPOSITION" means, with respect to any Person, any merger, consolidation
or other business combination involving such Person, whether or not such Person
is the Surviving
 
                                       182

<PAGE>   185
 
Person, or the sale, assignment, or transfer, lease conveyance or other
disposition of all or substantially all of such Person's assets or Capital
Stock.
 
     "DISQUALIFIED STOCK" means any Capital Stock that, by its terms, or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof, or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require Charter Holdings to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale shall
not constitute Disqualified Stock if the terms of such Capital Stock provide
that Charter Holdings may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the covenant described above under the caption "-- Certain
Covenants -- Restricted Payments."
 
     "EVENTS OF DEFAULT" are set forth above under the caption "-- Events of
Default and Remedies."
 
     "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.
 
     "EQUITY OFFERING" means any private or underwritten public offering of
Qualified Capital Stock of Charter Holdings which the gross proceeds to Charter
Holdings are at least $25 million.
 
     "EXCESS PROCEEDS" means any Net Proceeds from Asset Sales that are not
applied to repay debt under the Credit Facilities or other Indebtedness or
invested in Productive Assets, in accordance with the indenture.
 
     "EXISTING INDEBTEDNESS" means Indebtedness of Charter Holdings and its
Restricted Subsidiaries in existence on the date of the indentures, until such
amounts are repaid.
 
     "FULL ACCRETION DATE" means April 1, 2004, the first date on which the
Accreted Value of the 9.920% notes has accreted to an amount equal to the
principal amount at maturity of the 9.920% notes.
 
     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on March 17, 1999.
 
     "GUARANTEE" or "GUARANTEE" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness, measured as the lesser of the
aggregate outstanding amount of the Indebtedness so guaranteed and the face
amount of the guarantee.
 
     "GUARANTEED INDEBTEDNESS" is set forth above under the caption "-- Certain
Covenants -- Limitations on Issuances of Guarantees of Indebtedness."
 
                                       183

<PAGE>   186
 
     "HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under:
 
          (1) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements;
 
          (2) interest rate option agreements, foreign currency exchange
     agreements, foreign currency swap agreements; and
 
          (3) other agreements or arrangements designed to protect such Person
     against fluctuations in interest and currency exchange rates.
 
     "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:
 
          (1) in respect of borrowed money;
 
          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit, or reimbursement agreements in respect thereof;
 
          (3) in respect of banker's acceptances;
 
          (4) representing Capital Lease Obligations;
 
          (5) in respect of the balance deferred and unpaid of the purchase
     price of any property, except any such balance that constitutes an accrued
     expense or trade payable; or
 
          (6) representing the notional amount of any Hedging Obligations,
 
if and to the extent any of the preceding items, other than letters of credit
and Hedging Obligations, would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person, whether or not such Indebtedness is assumed by
the specified Person, and, to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person.
 
     The amount of any Indebtedness outstanding as of any date shall be:
 
          (1) the accreted value thereof, in the case of any Indebtedness issued
     with original issue discount; and
 
          (2) the principal amount thereof, together with any interest thereon
     that is more than 30 days past due, in the case of any other Indebtedness.
 
     "INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees of Indebtedness or other obligations,
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business,
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
 
     "INVESTMENT GRADE RATING" means a rating equal to or higher than Baa3, or
the equivalent, by Moody's and BBB-, or the equivalent, by S&P.
 
     "LEGAL DEFEASANCE" is set forth above under the caption "-- Legal
Defeasance and Covenant Defeasance."
 
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<PAGE>   187
 
     "LEVERAGE RATIO" means, as of any date, the ratio of:
 
          (1) the Consolidated Indebtedness of Charter Holdings on such date to
 
          (2) the aggregate amount of combined Consolidated EBITDA for Charter
     Holdings for the most recently ended fiscal quarter for which internal
     financial statements are available multiplied by four (the "Reference
     Period").
 
     In addition to the foregoing, for purposes of this definition,
"Consolidated EBITDA" shall be calculated on a pro forma basis after giving
effect to
 
          (1) the issuance of the notes;
 
          (2) the incurrence of the Indebtedness or the issuance of the
     Disqualified Stock or other preferred stock of a Restricted Subsidiary, and
     the application of the proceeds therefrom, giving rise to the need to make
     such calculation and any incurrence or issuance, and the application of the
     proceeds therefrom, or repayment of other Indebtedness or Disqualified
     Stock or other preferred stock or a Restricted Subsidiary, other than the
     incurrence or repayment of Indebtedness for ordinary working capital
     purposes, at any time subsequent to the beginning of the Reference Period
     and on or prior to the date of determination, as if such incurrence, and
     the application of the proceeds thereof, or the repayment, as the case may
     be, occurred on the first day of the Reference Period;
 
          (3) any Dispositions or Asset Acquisitions, including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such Person or one of its Restricted
     Subsidiaries, including any person that becomes a Restricted Subsidiary as
     a result of such Asset Acquisition, incurring, assuming or otherwise
     becoming liable for or issuing Indebtedness, Disqualified Stock or
     preferred stock, made on or subsequent to the first day of the Reference
     Period and on or prior to the date of determination, as if such
     Disposition, Asset Acquisition, including the incurrence, assumption or
     liability for any such Indebtedness Disqualified Stock or preferred stock
     and also including any Consolidated EBITDA associated with such Asset
     Acquisition, including any cost savings adjustments in compliance with
     Regulation S-X promulgated by the Securities and Exchange Commission, had
     occurred on the first day of the Reference Period.
 
     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code, or equivalent statutes, of any jurisdiction.
 
     "MANAGEMENT FEES" means the fee payable to Charter Investment pursuant to
the management agreement between Charter Investment and Charter Operating, as
such agreement exists on March 17, 1999, including any amendment or replacement
thereof, provided that any such amendment or replacement is not more
disadvantageous to the holders of the notes in any material respect from such
management agreement existing on March 17, 1999.
 
     "MOODY'S" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.
 
     "NET PROCEEDS" means the aggregate cash proceeds received by Charter
Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale,
including, without
                                       185

<PAGE>   188
 
limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale, net of the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a
result thereof or taxes paid or payable as a result thereof, including amounts
distributable in respect of owners', partners' or members' tax liabilities
resulting from such sale, in each case after taking into account any available
tax credits or deductions and any tax sharing arrangements and amounts required
to be applied to the repayment of Indebtedness.
 
     "NON-RECOURSE DEBT" means Indebtedness:
 
          (1) as to which neither Charter Holdings nor any of its Restricted
     Subsidiaries
 
             (a) provides credit support of any kind, including any undertaking,
        agreement or instrument that would constitute Indebtedness,
 
             (b) is directly or indirectly liable as a guarantor or otherwise,
        or
 
             (c) constitutes the lender;
 
          (2) no default with respect to which, including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary, would permit upon notice, lapse of time or both any holder of
     any other Indebtedness, other than the notes, of Charter Holdings or any of
     its Restricted Subsidiaries to declare a default on such other Indebtedness
     or cause the payment thereof to be accelerated or payable prior to its
     stated maturity; and
 
          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of Charter Holdings or
     any of its Restricted Subsidiaries.
 
     "PAYMENT DEFAULT" is set forth above under the caption "-- Events of
Default and Remedies."
 
     "PERMITTED DEBT" is set forth above under the caption "-- Certain
Covenants -- Incurrence of indebtedness and Issuance of preferred stock."
 
     "PERMITTED INVESTMENTS" means:
 
          (1) any Investment by Charter Holdings in a Restricted Subsidiary of
     Charter Holdings, or any Investment by a Restricted Subsidiary of Charter
     Holdings in Charter Holdings;
 
          (2) any Investment in Cash Equivalents;
 
          (3) any Investment by Charter Holdings or any Restricted Subsidiary of
     Charter Holdings in a Person, if as a result of such Investment:
 
             (a) such Person becomes a Restricted Subsidiary of Charter
        Holdings; or
 
             (b) such Person is merged, consolidated or amalgamated with or
        into, or transfers or conveys substantially all of its assets to, or is
        liquidated into, Charter Holdings or a Restricted Subsidiary of Charter
        Holdings;
 
          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with the covenant described above under the caption
     "-- Repurchase at the Option of Holders -- Asset Sales";
 
                                       186

<PAGE>   189
 
          (5) Investment made out of the net cash proceeds of the issue and
     sale, other than to a Subsidiary of Charter Holdings, of Equity Interests,
     other than Disqualified Stock, of Charter Holdings to the extent that
 
             (a) such net cash proceeds have not been applied to make a
        Restricted Payment or to effect other transactions pursuant to the
        covenant described above under the subheading "-- Restricted Payments,"
        or
 
             (b) such net cash proceeds have not been used to incur Indebtedness
        pursuant to clause (10) of the covenant described above under the
        subheading "-- Incurrence of Indebtedness and Issuance of preferred
        stock";
 
          (6) Investments in Productive Assets having an aggregate fair market
     value, measured on the date each such Investment was made and without
     giving effect to subsequent changes is value, when taken together with all
     other Investments made pursuant to this clause (6) since March 17, 1999,
     not to exceed $150 million; provided that either Charter Holdings or any of
     its Restricted Subsidiaries, after giving effect to such Investments, will
     own at least 20% of the Voting Stock of such Person;
 
          (7) other Investments in any Person having an aggregate fair market
     value, measured on the date each such Investment was made and without
     giving effect to subsequent changes in value, when taken together with all
     other Investments made pursuant to this clause (7) since the date of the
     indentures, not to exceed $50 million;
 
          (8) Investments in customers and suppliers in the ordinary course of
     business which either
 
             (A) generate accounts receivable, or
 
             (B) are accepted in settlement of bona fide disputes; and
 
          (9) Charter Holdings' investment in Marcus Cable Holdings, LLC, as
     outstanding on March 17, 1999.
 
     "PERMITTED LIENS" means:
 
          (1) Liens on the assets of Charter Holdings securing Indebtedness and
     other Obligations under clause (1) of the covenant "-- Incurrence of
     Indebtedness and Issuance of preferred stock";
 
          (2) Liens in favor of Charter Holdings and Liens on the assets of any
     Restricted Subsidiary of Charter Holdings in favor of any other Restricted
     Subsidiary of Charter Holdings;
 
          (3) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with Charter Holdings; provided that
     such Liens were in existence prior to the contemplation of such merger or
     consolidation and do not extend to any assets other than those of the
     Person merged into or consolidated with Charter Holdings;
 
          (4) Liens on property existing at the time of acquisition thereof by
     Charter Holdings; provided that such Liens were in existence prior to the
     contemplation of such acquisition;
 
          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;
 
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<PAGE>   190
 
          (6) purchase money mortgages or other purchase money liens, including
     without limitation any Capitalized Lease Obligations, incurred by Charter
     Holdings upon any fixed or capital assets acquired after March 17, 1999 or
     purchase money mortgages, including without limitation Capitalized Lease
     Obligations, on any such assets, whether or not assumed, existing at the
     time of acquisition of such assets, whether or not assumed, so long as
 
             (a) such mortgage or lien does not extend to or cover any of the
        assets of Charter Holdings, except the asset so developed, constructed,
        or acquired, and directly related assets such as enhancements and
        modifications thereto, substitutions, replacements, proceeds, including
        insurance proceeds, products, rents and profits thereof, and
 
             (b) such mortgage or lien secures the obligation to pay the
        purchase price of such asset, interest thereon and other charges, costs
        and expenses, including, without limitation, the cost of design,
        development, construction, acquisition, transportation, installation,
        improvement, and migration, and incurred in connection therewith, or the
        obligation under such Capitalized Lease Obligation, only;
 
          (7) Liens existing on the date of the indentures, other than in
     connection with the Credit Facilities;
 
          (8) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded;
     provided that any reserve or other appropriate provision as shall be
     required in conformity with GAAP shall have been made therefor;
 
          (9) statutory and common law Liens of landlords and carriers,
     warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
     Liens arising in the ordinary course of business and with respect to
     amounts not yet delinquent or being contested in good faith by appropriate
     legal proceedings promptly instituted and diligently conducted and for
     which a reserve or other appropriate provision, if any, as shall be
     required in conformity with GAAP shall have been made;
 
          (10) Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security;
 
          (11) Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory or regulatory obligation, bankers'
     acceptance, surety and appeal bonds, government contracts, performance and
     return-of-money bonds and other obligations of a similar nature incurred in
     the ordinary course of business, exclusive of obligations for the payment
     of borrowed money;
 
          (12) easements, rights-of-way, municipal and zoning ordinances and
     similar charges, encumbrances, title defects or other irregularities that
     do not materially interfere with the ordinary course of business of Charter
     Holdings or any of its Restricted Subsidiaries;
 
          (13) Liens of franchisors or other regulatory bodies arising in the
     ordinary course of business;
 
                                       188

<PAGE>   191
 
          (14) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases or other Uniform Commercial Code financing
     statements for precautionary purposes relating to arrangements not
     constituting Indebtedness;
 
          (15) Liens arising from the rendering of a final judgment or order
     against Charter Holdings or any of its Restricted Subsidiaries that does
     not give rise to an Event of Default;
 
          (16) Liens securing reimbursement obligations with respect to letters
     of credit that encumber documents and other property relating to such
     letters of credit and the products and proceeds thereof;
 
          (17) Liens encumbering customary initial deposits and margin deposits,
     and other Liens that are within the general parameters customary in the
     industry and incurred in the ordinary course of business, in each case,
     securing Indebtedness under Hedging Obligations and forward contracts,
     options, future contracts, future options or similar agreements or
     arrangements designed solely to protect Charter Holdings or any of its
     Restricted Subsidiaries from fluctuations in interest rates, currencies or
     the price of commodities;
 
          (18) Liens consisting of any interest or title of licensor in the
     property subject to a license;
 
          (19) Liens on the Capital Stock of Unrestricted Subsidiaries;
 
          (20) Liens arising from sales or other transfers of accounts
     receivable which are past due or otherwise doubtful of collection in the
     ordinary course of business;
 
          (21) Liens incurred in the ordinary course of business of Charter
     Holdings, with respect to obligations which in the aggregate do not exceed
     $50 million at any one time outstanding;
 
          (22) Liens in favor of the trustee arising under the provisions in the
     indentures under the subheading "-- Compensation and Indemnity"; and
 
          (23) Liens in favor of the trustee for its benefit and the benefit of
     holders of the notes, as their respective interests appear.
 
     "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of Charter
Holdings or any of its Restricted Subsidiaries, issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of Charter Holdings or any of its Restricted
Subsidiaries, other than intercompany Indebtedness, provided that unless
permitted otherwise by the indentures, no Indebtedness of Charter Holdings or
any of its Restricted Subsidiaries may be issued in exchange for, or the net
proceeds of are used to extend, refinance, renew, replace, defease or refund
Indebtedness of Charter Holdings or any of its Restricted Subsidiaries;
provided, further, that:
 
          (1) the principal amount, or accreted value, if applicable, of such
     Permitted Refinancing Indebtedness does not exceed the principal amount of,
     or accreted value, if applicable, plus accrued interest and premium, if
     any, on, the Indebtedness so extended, refinanced, renewed, replaced,
     defeased or refunded, plus the amount of reasonable expenses incurred in
     connection therewith;
 
          (2) such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and has a Weighted Average Life to
     Maturity equal to or greater than the Weighted Average Life to Maturity of,
     the Indebtedness being extended, refinanced, renewed, replaced, defeased or
     refunded;
 
                                       189

<PAGE>   192
 
          (3) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated in right of payment to the notes, such
     Permitted Refinancing Indebtedness has a final maturity date later than the
     final maturity date of, and is subordinated in right of payment to, the
     notes on terms at least as favorable to the holders of notes as those
     contained in the documentation governing the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded; and
 
          (4) such Indebtedness is incurred either by Charter Holdings or by any
     of its Restricted Subsidiaries who is the obligor on the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded.
 
     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.
 
     "PRODUCTIVE ASSETS" means assets, including assets of a referent Person
owned directly or indirectly through ownership of Capital Stock, of a kind used
or useful in the Cable Related Business.
 
     "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not Disqualified
Stock.
 
     "RATING AGENCIES" means Moody's and S&P.
 
     "RELATED PARTY" means:
 
          (1) the spouse or an immediate family member, estate or heir of Mr.
     Allen; or
 
          (2) any trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding an 80% or more controlling interest of which consist of Mr. Allen
     and/or such other Persons referred to in the immediately preceding clause
     (1).
 
     "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.
 
     "RESTRICTED PAYMENTS" are set forth above under the caption "-- Certain
Covenants -- Restricted Payments."
 
     "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
 
     "S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, Inc. or any successor to the rating agency business
thereof.
 
     "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary of Charter
Holdings which is a "Significant Subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Securities Act.
 
     "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness on March 17, 1999, or, if none, the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
 
     "SUBORDINATED DEBT FINANCING" means, with respect to any restricted
subsidiary of Charter Holdings or the guarantor, a public offering or private
placement, whether pursuant to Rule 144A under the Securities Act or otherwise,
of subordinated notes or preferred stock, whether or not such preferred stock
constitutes disqualified stock, as the
 
                                       190

<PAGE>   193
 
case may be, of such restricted subsidiary to one or more purchasers, other than
to one or more affiliates of Charter Holdings or the guarantor.
 
     "SUBORDINATED NOTES" are set forth above under the caption "-- Certain
Covenants -- Incurrence of Indebtedness and Issuance of preferred stock."
 
     "SUBSIDIARY" means, with respect to any Person:
 
          (1) any corporation, association or other business entity of which at
     least 50% of the total voting power of shares of Capital Stock entitled,
     without regard to the occurrence of any contingency, to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person, or a combination thereof, and, in the
     case of any such entity of which 50% of the total voting power of shares of
     Capital Stock is so owned or controlled by such Person or one or more of
     the other Subsidiaries of such Person, such Person and its Subsidiaries
     also has the right to control the management of such entity pursuant to
     contract or otherwise; and
 
          (2) any partnership
 
             (a) the sole general partner or the managing general partner of
        which is such Person or a Subsidiary of such Person, or
 
             (b) the only general partners of which are such Person or of one or
        more Subsidiaries of such Person, or any combination thereof.
 
     "SUBSIDIARY GUARANTEE" is set forth above under the caption "-- Certain
Covenants -- Limitations on Issuances of Guarantees of Indebtedness."
 
     "UNRESTRICTED SUBSIDIARY" means any Subsidiary of Charter Holdings that is
designated by the board of directors as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that such Subsidiary:
 
          (1) has no Indebtedness other than Non-Recourse Debt;
 
          (2) is not party to any agreement, contract, arrangement or
     understanding with Charter Holdings or any Restricted Subsidiary of Charter
     Holdings unless the terms of any such agreement, contract, arrangement or
     understanding are no less favorable to Charter Holdings or any Restricted
     Subsidiary than those that might be obtained at the time from Persons who
     are not Affiliates of Charter Holdings unless such terms constitute
     Investments permitted by the covenant described above under the heading
     "-- Investments";
 
          (3) is a Person with respect to which neither Charter Holdings nor any
     of its Restricted Subsidiaries has any direct or indirect obligation
 
             (a) to subscribe for additional Equity Interests or
 
             (b) to maintain or preserve such Person's financial condition or to
        cause such Person to achieve any specified levels of operating results;
 
          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of Charter Holdings or any of its
     Restricted Subsidiaries; and
 
          (5) has at least one director on its board of directors that is not a
     director or executive officer of Charter Holdings or any of its Restricted
     Subsidiaries or has at least one executive officer that is not a director
     or executive officer of Charter Holdings or any of its Restricted
     Subsidiaries.
 
                                       191

<PAGE>   194
 
     Any designation of a Subsidiary of Charter Holdings as an Unrestricted
Subsidiary shall be evidenced to the trustee by filing with the trustee a
certified copy of the board resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under the
caption "Certain Covenants -- Investments." If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of the indentures and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of Charter Holdings as of such
date and, if such Indebtedness is not permitted to be incurred as of such date
under the covenant described under the caption "Incurrence of Indebtedness and
Issuance of preferred stock," Charter Holdings shall be in default of such
covenant. The board of directors of Charter Holdings may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of Charter Holdings of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if:
 
          (1) such Indebtedness is permitted under the covenant described under
     the caption "Certain Covenants -- Incurrence of Indebtedness and Issuance
     of preferred stock," calculated on a pro forma basis as if such designation
     had occurred at the beginning of the four-quarter reference period; and
 
          (2) no Default or Event of Default would be in existence following
     such designation.
 
     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.
 
     "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:
 
          (1) the sum of the products obtained by multiplying
 
             (a) the amount of each then remaining installment, sinking fund,
        serial maturity or other required payments of principal, including
        payment at final maturity, in respect thereof, by
 
             (b) the number of years, calculated to the nearest one-twelfth,
        that will elapse between such date and the making of such payment; by
 
          (2) the then outstanding principal amount of such Indebtedness.
 
     "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which, other than directors' qualifying shares, shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.
 
                                       192

<PAGE>   195
 
            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
     The following sets forth the opinion of Paul, Hastings, Janofsky & Walker
LLP, our legal counsel, as to the material United States federal income tax
consequences of
 
     (1) the exchange offer relevant to U.S. holders, and
 
     (2) the ownership and disposition of the new notes relevant to U.S. holders
and, in certain circumstances, non-U.S. holders.
 
     The following deals only with notes held as capital assets within the
meaning of section 1221 of the Internal Revenue Code of 1986, as amended. The
following does not address special situations, such as those of broker-dealers,
tax-exempt organizations, individual retirement accounts and other tax deferred
accounts, financial institutions, insurance companies, or persons holding notes
as part of a hedging or conversion transaction, a straddle or a constructive
sale. Furthermore, the following is based upon the provisions of the Internal
Revenue Code and regulations, rulings and judicial decisions promulgated under
the Internal Revenue Code and judicial decisions as of the date hereof. Such
authorities may be repealed, revoked, or modified, possibly with retroactive
effect, so as to result in United States federal income tax consequences
different from those discussed below. In addition, except as otherwise
indicated, the following does not consider the effect of any applicable foreign,
state, local or other tax laws or estate or gift tax considerations.
 
     We have not sought, and will not seek, any rulings from the IRS with
respect to the positions discussed below. There can be no assurance that the IRS
will not take a different position concerning the tax consequences of the
exchange offer and ownership or disposition of the original notes or new notes,
or that any such position would not be sustained.
 
     As used herein, a "United States person" is
 
     (1) a citizen or resident of the U.S.,
 
     (2) a corporation, partnership or other entity created or organized in or
under the laws of the U.S. or any political subdivision thereof,
 
     (3) an estate the income of which is subject to U.S. federal income
taxation regardless of its source,
 
     (4) a trust if
 
          (A) a United States court is able to exercise primary supervision over
     the administration of the trust, and
 
          (B) one or more United States persons have the authority to control
     all substantial decisions of the trust,
 
     (5) a certain type of trust in existence on August 20, 1996, which was
treated as a United States person under the Internal Revenue Code in effect
immediately prior to such date and which has made a valid election to be treated
as a United States person under the Internal Revenue Code, and
 
     (6) any person otherwise subject to U.S. federal income tax on a net income
basis in respect of its worldwide taxable income.
 
     A U.S. holder is a beneficial owner of a note who is a United States
person. A non-U.S. holder is a beneficial owner of a note that is not a U.S.
holder.
 
                                       193

<PAGE>   196
 
THE EXCHANGE OFFER
 
     Pursuant to the exchange offer, holders are entitled to exchange the
original notes for new notes that will be substantially identical in all
material respects to the original notes, except that the new notes will be
registered with the Securities and Exchange Commission and therefore will not be
subject to transfer restrictions. The exchange pursuant to the exchange offer as
described above will not result in a taxable event. Accordingly,
 
     (1) no gain or loss will be realized by a U.S. holder upon receipt of a new
note,
 
     (2) the holding period of the new note will include the holding period of
the original note exchanged therefor and
 
     (3) the adjusted tax basis of the new notes will be the same as the
adjusted tax basis of the original notes exchanged at the time of such exchange.
 
UNITED STATES FEDERAL INCOME TAXATION OF U.S. HOLDERS
 
PAYMENTS OF INTEREST ON THE 8.250% NOTES AND THE 8.625% NOTES.
 
     Interest on the 8.250% notes and the 8.625% notes, as the case may be, will
be taxable to a U.S. holder as ordinary income from domestic sources at the time
it is paid or accrued in accordance with the U.S. holder's regular method of
accounting for tax purposes.
 
ORIGINAL ISSUE DISCOUNT ON THE 9.920% NOTES
 
     The 9.920% notes will be issued with original issue discount. Such notes
will be issued with original issue discount because they will be issued at an
issue price which is substantially less than their stated principal amount at
maturity, and because interest on such notes will not be payable until October
1, 2004. Each U.S. holder will be required to include in income in each year, in
advance of receipt of cash payments on such notes to which such income is
attributable, original issue discount income as described below.
 
     The amount of original issue discount with respect to the 9.920% notes will
be equal to the excess of
 
     (1) the note's "stated redemption price at maturity," over
 
     (2) its "issue price."
 
     The issue price of the 9.920% notes will be equal to the price to the
public at which a substantial amount of such notes is initially sold for money,
excluding any sales to a bond house, broker or similar person or organization
acting in the capacity of an underwriter, placement agent or wholesaler. The
stated redemption price at maturity of such a note is the total of all payments
provided by the 9.920% notes, including stated interest payments.
 
     A U.S. holder of such a note is required to include in gross income for
U.S. federal income tax purposes an amount equal to the sum of the "daily
portions" of such original issue discount for all days during the taxable year
on which the holder holds such note. The daily portions of original issue
discount required to be included in such holder's gross income in a taxable year
will be determined on a constant yield basis. A pro rata portion of the original
issue discount on such note which is attributable to the "accrual period" in
which such day is included will be allocated to each day during the taxable year
in which the holder holds the 9.920% notes. Accrual periods with respect to such
a note may be of any length and may vary in length over the term of the 9.920%
notes as long as
 
     (1) no accrual period is longer than one year, and
 
     (2) each scheduled payment of interest or principal on such note occurs on
either the first or final day of an accrual period.
 
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<PAGE>   197
 
     The amount of original issue discount attributable to each accrual period
will be equal to the product of
 
     (1) the "adjusted issue price" at the beginning of such accrual period, and
 
     (2) the "yield to maturity" of the instrument, stated in a manner
appropriately taking into account the length of the accrual period.
 
     The yield to maturity is the discount rate that, when used in computing the
present value of all payments to be made under the 9.920% notes, produces an
amount equal to the issue price of such notes. The adjusted issue price of such
a note at the beginning of an accrual period is generally defined as the issue
price of such note plus the aggregate amount of original issue discount that
accrued in all prior accrual periods, less any cash payments made on the 9.920%
notes. Accordingly, a U.S. holder of such a note will be required to include
original issue discount in gross income for United States federal income tax
purposes in advance of the receipt of cash attributable to such income. The
amount of original issue discount allocable to an initial short accrual period
may be computed using any reasonable method if all other accrual periods, other
than a final short accrual period, are of equal length. The amount of original
issue discount allocable to the final accrual period at maturity of a 9.920%
note is the difference between
 
     (A) the amount payable at the maturity of such note, and
 
     (B) such note's adjusted issue price as of the beginning of the final
accrual period.
 
     Payments on the 9.920% notes, including principal and stated interest
payments, are not separately included in a U.S. holder's income. Such payments
are treated first as payments of accrued original issue discount to the extent
of such accrued original issue discount and the excess as payments of principal,
which reduce the U.S. holder's adjusted tax basis in such notes.
 
EFFECT OF MANDATORY AND OPTIONAL REDEMPTION ON ORIGINAL ISSUE DISCOUNT
 
     In the event of a change of control, we will be required to offer to redeem
all of the notes, at redemption prices specified elsewhere in this prospectus.
If we receive net proceeds from one or more equity offerings, we may, at our
option, use all or a portion of such net proceeds to redeem in the aggregate up
to 35% of the aggregate principal amount at maturity of the 8.625% notes and up
to 35% of the aggregate principal amount at maturity of the 9.920% notes,
provided that at least 65% of the aggregate principal amount of the 8.625% notes
and of the aggregate principal amount at maturity of the 9.920% notes remain
outstanding after each such redemption. Computation of the yield and maturity of
the notes is not affected by such redemption rights and obligations if, based on
all the facts and circumstances as of March 17, 1999, the stated payment
schedule of the notes, that does not reflect the change of control event or
equity offering event, is significantly more likely than not to occur. We have
determined that, based on all of the facts and circumstances as of the issue
date, it is significantly more likely than not that the notes will be paid
according to their stated schedule.
 
     We may redeem the 8.625% notes and the 9.920% notes, in whole or in part,
at any time on or after April 1, 2004, at redemption prices specified plus
accrued and unpaid stated interest, if any, on the notes so redeemed but
excluding the date of redemption. The United States Treasury Regulations contain
rules for determining the "maturity date" and the stated redemption price at
maturity of an instrument that may be redeemed prior to its stated maturity date
at the option of the issuer. Under United States Treasury Regulations, solely
for the purposes of the accrual of original issue discount, it is assumed that
an issuer will exercise any option to redeem a debt instrument if such exercise
would lower the yield
 
                                       195

<PAGE>   198
 
to maturity of the debt instrument. We will not be presumed to redeem the notes
prior to their stated maturity under these rules because the exercise of such
options would not lower the yield to maturity of the notes.
 
     U.S. holders may wish to consult their own tax advisors regarding the
treatment of such contingencies.
 
SALE, EXCHANGE OR RETIREMENT OF THE NOTES
 
     Upon the sale, exchange, retirement or other taxable disposition of a note,
a U.S. holder will recognize gain or loss in an amount equal to the difference
between
 
     (1) the amount of cash and the fair market value of other property received
in the exchange, and
 
     (2) the holder's adjusted tax basis in such note.
 
     Amounts attributable to accrued but unpaid interest on the 8.250% notes and
the 8.625% notes will be treated as ordinary interest income. A holder's
adjusted tax basis in a note will equal the purchase price paid by such holder
for the note increased by the amount of any market discount, and in the case of
a 9.920% note by any original issue discount previously included in income by
such holder with respect to such note, and decreased by the amount of any
amortized bond premium applied to reduce interest on the notes, and in the case
of a 9.920% note by any payments received on such note.
 
     Gain or loss realized on the sale, exchange, retirement or other taxable
disposition of a note will be capital gain or loss and will be long-term capital
gain or loss if at the time of sale, exchange, retirement, or other taxable
disposition, the note has been held for more than 12 months. The maximum rate of
tax on long-term capital gains with respect to notes held by an individual
currently is 20%. The deductibility of capital losses is subject to certain
limitations.
 
MARKET DISCOUNT
 
     A holder receives a "market discount" when it
 
             (1) purchases an 8.250% note or an 8.625% note for an amount below
        the issue price, or
 
             (2) purchases a 9.920% note for an amount below the adjusted issue
        price on the date of purchase, as determined in accordance with the
        original issue discount rules above.
 
     Under the market discount rules, a U.S. holder will be required to treat
any partial principal payment on, or any gain on the sale, exchange, retirement
or other disposition of, a note as ordinary income to the extent of the market
discount which has not previously been included in income and is treated as
having accrued on such note at the time of such payment or disposition. In
addition, the U.S. holder may be required to defer, until the maturity of the
note or its earlier disposition in a taxable transaction, the deduction of a
portion of the interest expense on any indebtedness incurred or continued to
purchase or carry such notes.
 
     Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the note, unless the U.S.
holder elects to accrue such discount on a constant interest rate method. A U.S.
holder may elect to include market discount in income currently as it accrues,
on either a ratable or constant interest rate method. If this election is made,
the holder's basis in the note will be increased to reflect the amount of income
recognized and the rules described above regarding deferral of interest
deductions will not apply. This election to include market discount in income
                                       196

<PAGE>   199
 
currently, once made, applies to all market discount obligations acquired on or
after the first taxable year to which the election applies and may not be
revoked without the consent of the Internal Revenue Service.
 
AMORTIZABLE BOND PREMIUM; ACQUISITION PREMIUM
 
     A U.S. holder that:
 
     (1) purchases an 8.250% note or an 8.625% note for an amount in excess of
         the principal amount, or
 
     (2) purchases a 9.920% note for an amount in excess of the stated
         redemption price
 
will be considered to have purchased such note with "amortizable bond premium."
A U.S. holder generally may elect to amortize the premium over the remaining
term of the note on a constant yield method as applied with respect to each
accrual period of the note, and allocated ratably to each day within an accrual
period in a manner substantially similar to the method of calculating daily
portions of original issue discount, as described above. However, because the
notes may be optionally redeemed for an amount that is in excess of their
principal amount, special rules apply that could result in a deferral of the
amortization of bond premium until later in the term of the note. The amount
amortized in any year will be treated as a reduction of the U.S. holder's
interest income, including original issue discount income, from the note. Bond
premium on a note held by a U.S. holder that does not make such an election will
decrease the gain or increase the loss otherwise recognized upon disposition of
the note. The election to amortize premium on a constant yield method, once
made, applies to all debt obligations held or subsequently acquired by the
electing U.S. holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the consent of the
Internal Revenue Service.
 
     A U.S. holder that purchases a 9.920% note for an amount that is greater
than the adjusted issue price of such note on the date of purchase, as
determined in accordance with the original issue discount rules, above, will be
considered to have purchased such note at an "acquisition premium." A holder of
a 9.920% note that is purchased at an acquisition premium may reduce the amount
of the original issue discount otherwise includible in income with respect to
such note by the "acquisition premium fraction." The acquisition premium
fraction is that fraction the numerator of which is the excess of the holder's
adjusted tax basis in such note immediately after its acquisition over the
adjusted issue price of such note, and the denominator of which is the excess of
the sum of all amounts payable on such note after the purchase date over the
adjusted issue price of such note. Alternatively, a holder of a 9.920% note that
is purchased at an acquisition premium may elect to compute the original issue
discount accrual on such note by treating the purchase as a purchase of such
note at original issuance, treating the purchase price as the issue price, and
applying the original issue discount rules thereto using a constant yield
method.
 
UNITED STATES FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS
 
     The payment to a non-U.S. holder of interest on a note will not be subject
to United States federal withholding tax pursuant to the "portfolio interest
exception," provided that
 
     (1) the non-U.S. holder does not actually or constructively own 10% or more
of the capital or profits interest in us and is not a "controlled foreign
corporation" that is related to us within the meaning of the Internal Revenue
Code and
 
                                       197

<PAGE>   200
 
     (2) either
 
          (A) the beneficial owner of the notes certifies to us or our agent,
     under penalties of perjury, that it is not a U.S. holder and provides its
     name and address on United States Treasury Form W-8, or a suitable
     substitute form, or
 
          (B) a securities clearing organization, bank or other financial
     institution that holds the notes on behalf of such non-U.S. holder in the
     ordinary course of its trade or business certifies under penalties of
     perjury that such Form W-8, or suitable substitute form, has been received
     from the beneficial owner by it or by a financial institution between it
     and the beneficial owner and furnishes the payor with a copy thereof.
 
     Recently adopted Treasury Regulations that will be effective January 1,
2001 provide alternative methods for satisfying the certification requirement
described in (2) above. These regulations will generally require, in the case of
notes held by a foreign partnership, that the certificate described in (2) above
be provided by the partners rather than by the foreign partnership, and that the
partnership provide certain information including a United States tax
identification number. For purposes of the United States federal withholding
tax, payment of interest includes the amount of any payment that is attributable
to original issue discount that accrued while such non-U.S. holder held the
note.
 
     If a non-U.S. holder cannot satisfy the requirements of the portfolio
interest exception described above, payments of interest, including original
issue discount, made to such non-U.S. holder will be subject to a 30%
withholding tax, unless the beneficial owner of the note provides us or our
paying agent, as the case may be, with a properly executed
 
     (1) Internal Revenue Service Form 1001, or successor form, claiming an
exemption from or reduction in the rate of withholding under the benefit of a
tax treaty or
 
     (2) Internal Revenue Service Form 4224, or successor form, stating that
interest paid on the note is not subject to withholding tax because it is
effectively connected with the beneficial owner's conduct of a trade or business
in the United States.
 
     If a non-U.S. holder of a note is engaged in a trade or business in the
United States and interest on the note is effectively connected with the conduct
of such trade or business, such non-U.S. holder will be subject to United States
federal income tax on such interest including original issue discount in the
same manner as if it were a U.S. holder. In addition, if such non-U.S. holder is
a foreign corporation, it may be subject to a branch profits tax equal to 30% of
its effectively connected earnings and profits, subject to adjustment, for that
taxable year unless it qualifies for a lower rate under an applicable income tax
treaty.
 
     Any capital gain realized on the sale, exchange, redemption, retirement or
other taxable disposition of a note by a non-U.S. holder generally will not be
subject to United States federal income tax provided
 
     (1) such gain is not effectively connected with the conduct by such holder
of a trade or business in the United States,
 
     (2) in the case of gains derived by an individual, such individual is not
present in the United States for 183 days or more in the taxable year of the
disposition and certain other conditions are met, and
 
     (3) the non-U.S. holder is not subject to tax pursuant to the provisions of
United States federal income tax law applicable to certain expatriates.
 
                                       198

<PAGE>   201
 
FEDERAL ESTATE TAX
 
     Subject to applicable estate tax treaty provisions, notes held by an
individual who is not a citizen or resident of the United States for federal
estate tax purposes at the time of his or her death will not be subject to
United States federal estate tax if the interest on the notes qualifies for the
portfolio interest exemption from United States federal withholding tax under
the rules described above.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING
 
     Backup withholding and information reporting requirements may apply to
certain payments of principal, premium, if any, and interest, including accruals
of original issue discount, on a note, and to the proceeds of the sale or
redemption of a note before maturity. We, our agent, a broker, the trustee or
the paying agent under the indentures governing the notes, as the case may be,
will be required to withhold from any payment that is subject to backup
withholding a tax equal to 31% of such payment if a U.S. holder fails to furnish
his taxpayer identification number, certify that such number is correct, certify
that such holder is not subject to backup withholding or otherwise comply with
the applicable backup withholding rules. Certain U.S. holders, including all
corporations, are not subject to backup withholding and information reporting
requirements.
 
     Non-U.S. holders other than corporations may be subject to backup
withholding and information reporting requirements. However, backup withholding
and information reporting requirements do not apply to payments of portfolio
interest, including original issue discount, made by us or a paying agent to
non-U.S. holders if the appropriate certification is received, provided that the
payor does not have actual knowledge that the holder is a U.S. holder. If any
payments of principal and interest are made to the beneficial owner of a note by
or through the foreign office of a foreign custodian, foreign nominee or other
foreign agent of such beneficial owner, or if the foreign office of a foreign
"broker," as defined in the applicable Treasury Regulations, pays the proceeds
of the sale, redemption or other disposition of note or a coupon to the seller
of such note or coupon, backup withholding and information reporting
requirements will not apply. Information reporting requirements, but not backup
withholding, will apply, however, to a payment by a foreign office of a broker
that is a United States person or is a foreign person that derives 50% of more
of its gross income for certain periods from the conduct of a trade or business
in the United States, or that is a "controlled foreign corporation," that is, a
foreign corporation controlled by certain United States shareholders, with
respect to the United States unless the broker has documentary evidence in its
records that the holder is a non-U.S. holder and certain other conditions are
met or the holder otherwise establishes an exemption. Payment by a United States
office of a broker is subject to both backup withholding at a rate of 31% and
information reporting unless the holder certifies under penalties of perjury
that it is a non-U.S. holder or otherwise establishes an exemption.
 
     In October 1997, Treasury regulations were issued which alter the foregoing
rules in certain respects and which generally will apply to any payments in
respect of a note or proceeds from the sale of a note that are made after
December 31, 2000. Among other things, such regulations expand the number of
foreign intermediaries that are potentially subject to information reporting and
address certain documentary evidence requirements relating to exemption from the
backup withholding requirements. Holders of the notes should consult their tax
advisers concerning the possible application of such regulations to any payments
made on or with respect to the notes.
 
     Any amounts withheld under the backup withholding rules from a payment to a
holder of the notes will be allowed as a refund or a credit against such
holder's United
 
                                       199

<PAGE>   202
 
States federal income tax liability, provided that the required information is
furnished to the IRS.
 
     We must report annually to the IRS and to each non-U.S. holder any interest
that is subject to withholding, or that is exempt from United States federal
withholding tax pursuant to a tax treaty, or interest that is exempt from United
States federal withholding tax under the portfolio interest exception. Copies of
these information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authorities of the country in which the
non-U.S. holder resides.
 
                                       200

<PAGE>   203
 
                              PLAN OF DISTRIBUTION
 
     A broker-dealer that is the holder of original notes that were acquired for
the account of such broker-dealer as a result of market-making or other trading
activities, other than original notes acquired directly from us or any of our
affiliates may exchange such original notes for new notes pursuant to the
exchange offer. This is true so long as each broker-dealer that receives new
notes for its own account in exchange for original notes, where such original
notes were acquired by such broker-dealer as a result of market-making or other
trading activities acknowledges that it will deliver a prospectus in connection
with any resale of such new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for original notes where such
original notes were acquired as a result of market-making activities or other
trading activities. We have agreed that for a period of 180 days after
consummation of the exchange offer or such time as any broker-dealer no longer
owns any registrable securities, we will make this prospectus, as it may be
amended or supplemented from time to time, available to any broker-dealer for
use in connection with any such resale. All dealers effecting transactions in
the new notes will be required to deliver a prospectus.
 
     We will not receive any proceeds from any sale of new notes by
broker-dealers or any other holder of new notes. New notes received by
broker-dealers for their own account in the exchange offer may be sold from time
to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
notes. Any broker-dealer that resells new notes that were received by it for its
own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of new notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
 
     For a period of 180 days after consummation of the exchange offer or such
time as any broker-dealer no longer owns any registrable securities, we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer and to our performance of, or compliance with, the registration
rights agreements (other than commissions or concessions of any brokers or
dealers) and will indemnify the holders of the notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
 
                                       201

<PAGE>   204
 
                                    EXPERTS
 
     The consolidated financial statements of Charter Communications Holdings,
LLC and subsidiaries, the combined financial statements of CCA Group, the
consolidated financial statements of CharterComm Holdings, L.P. and
subsidiaries, the combined financial statements of Greater Media Cablevision
Systems, the financial statements of Sonic Communications Cable Television
Systems and the financial statements of Long Beach Acquisition Corp., included
in this prospectus, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in this prospectus in reliance upon the authority of said firm as
experts in giving said report.
 
     The consolidated financial statements of Marcus Cable Holdings, LLC as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998, and the combined financial statements of Helicon
Partners I, L.P. and affiliates as of December 31, 1997 and 1998 and for each of
the years in the three-year period ended December 31, 1998, have been included
herein in reliance upon the reports of KPMG LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.
 
     The consolidated financial statements of Renaissance Media Group LLC, the
combined financial statements of the Picayune MS, LaFourche LA, St. Tammany LA,
St. Landry LA, Pointe Coupee LA, and Jackson TN cable television systems, the
financial statements of Indiana Cable Associates, Ltd. and the consolidated
financial statements of R/N South Florida Cable Management Limited Partnership,
included in this prospectus have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere in this
prospectus, and are included herein in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
 
     The combined financial statements of InterMedia Cable Systems (comprised of
components of InterMedia Partners and InterMedia Capital Partners IV, L.P.), the
financial statements of Rifkin Cable Income Partners L.P., and the consolidated
financial statements of Rifkin Acquisition Partners, L.L.L.P., included in this
prospectus have been audited by PricewaterhouseCoopers LLP, independent
accountants. The entities and periods covered by these audits are indicated in
their reports. Such financial statements have been so included in reliance on
the reports of PricewaterhouseCoopers LLP given on the authority of said firm as
experts in auditing and accounting.
 
                                 LEGAL MATTERS
 
     The legality of the notes offered hereby and certain other matters will be
passed upon for us by Paul, Hastings, Janofsky & Walker LLP, New York, New York.
 
                                       202

<PAGE>   205
 
                      CHARTER COMMUNICATIONS HOLDINGS, LLC
 
                         INDEX TO FINANCIAL STATEMENTS
 
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION:
 
     Separate financial statements of Charter Communications Holdings Capital
Corporation have not been presented as this entity had no operations and
substantially no assets or equity. Accordingly, management has determined that
these financial statements are not material.
 

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                           <C>
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES:
  Report of Independent Public Accountants..................    F-6
  Consolidated Balance Sheet as of December 31, 1998........    F-7
  Consolidated Statement of Operations for the Period from
     December 24, 1998, Through December 31, 1998...........    F-8
  Consolidated Statement of Cash Flows for the Period from
     December 24, 1998, Through December 31, 1998...........    F-9
  Notes to Consolidated Financial Statements................   F-10
  Report of Independent Public Accountants..................   F-25
  Consolidated Balance Sheet as of December 31, 1997........   F-26
  Consolidated Statements of Operations for the Period From
     January 1, 1998, Through December 23, 1998 and for the
     Years Ended December 31, 1997 and 1996.................   F-27
  Consolidated Statements of Shareholder's Investment for
     the Period From January 1, 1998 Through December 23,
     1998 and for the Years Ended December 31, 1997 and
     1996...................................................   F-28
  Consolidated Statements of Cash Flows for the Period From
     January 1, 1998, Through December 23, 1998 and for the
     Years Ended December 31, 1997 and 1996.................   F-29
  Notes to Consolidated Financial Statements................   F-30
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES:
  Independent Auditors' Report..............................   F-41
  Consolidated Balance Sheets as of December 31, 1998 and
     1997...................................................   F-42
  Consolidated Statements of Operations for Each of the
     Years in the Three-Year Period Ended December 31,
     1998...................................................   F-43
  Consolidated Statements of Members' Equity/Partners'
     Capital for Each of the Years in the Three-Year Period
     Ended December 31, 1998................................   F-44
  Consolidated Statements of Cash Flows for Each of the
     Years in the Three-Year Period Ended December 31,
     1998...................................................   F-45
  Notes to Consolidated Financial Statements................   F-46
CCA GROUP:
  Report of Independent Public Accountants..................   F-58
  Combined Balance Sheet as of December 31, 1997............   F-59
  Combined Statements of Operations for the Period From
     January 1, 1998, Through December 23, 1998 and for the
     Years Ended December 31, 1997 and 1996.................   F-60
  Combined Statements of Shareholders' Deficit for the
     Period From January 1, 1998, Through December 23, 1998
     and for the Years Ended December 31, 1997 and 1996.....   F-61
  Combined Statements of Cash Flows for the Period From
     January 1, 1998, Through December 23, 1998 and for the
     Years Ended December 31, 1997 and 1996.................   F-62
  Notes to Combined Financial Statements....................   F-63
</TABLE>

 
                                       F-1

<PAGE>   206
 

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                           <C>
CHARTERCOMM HOLDINGS, L.P.:
  Report of Independent Public Accountants..................   F-78
  Consolidated Balance Sheet as of December 31, 1997........   F-79
  Consolidated Statements of Operations for the Period From
     January 1, 1998 Through December 23, 1998 and for the
     Years Ended December 31, 1997 and 1996.................   F-80
  Consolidated Statements of Partner's Capital for the
     Period From January 1, 1998 Through December 23, 1998
     and for the Years Ended December 31, 1997 and 1996.....   F-81
  Consolidated Statements of Cash Flows for the Period From
     January 1, 1998 Through December 23, 1998 and for the
     Years Ended December 31, 1997 and 1996.................   F-82
  Notes to Consolidated Financial Statements................   F-83
GREATER MEDIA CABLEVISION SYSTEMS:
  Report of Independent Public Accountants..................   F-97
  Combined Balance Sheets as of September 30, 1998 and
     1997...................................................   F-98
  Combined Statements of Income for the Nine Months Ended
     June 30, 1999 and 1998 (unaudited) and for the Years
     Ended September 30, 1998, 1997 and 1996................   F-99
  Combined Statements of Changes in Net Assets for the Years
     Ended September 30, 1996, 1997 and 1998................  F-100
  Combined Statements of Cash Flows for the Nine Months
     Ended June 30, 1999 and 1998 (unaudited) and for the
     Years Ended September 30, 1998, 1997 and 1996..........  F-101
  Notes to Combined Financial Statements....................  F-102
RENAISSANCE MEDIA GROUP LLC:
  Report of Independent Auditors............................  F-108
  Consolidated Balance Sheet as of December 31, 1998........  F-109
  Consolidated Statement of Operations for the Year Ended
     December 31, 1998......................................  F-110
  Consolidated Statement of Changes in Members' Equity for
     the Year Ended December 31, 1998.......................  F-111
  Consolidated Statement of Cash Flows for the Year Ended
     December 31, 1998......................................  F-112
  Notes to Consolidated Financial Statements for the Year
     Ended December 31, 1998................................  F-113
PICAYUNE MS, LAFOURCHE, LA, ST. TAMMANY LA, ST. LANDRY LA,
  POINTE COUPEE LA AND JACKSON TN CABLE TELEVISION SYSTEMS:
  Report of Independent Auditors............................  F-123
  Combined Balance Sheet as of April 8, 1998................  F-124
  Combined Statement of Operations for the Period from
     January 1, 1998 through April 8, 1998..................  F-125
  Combined Statement of Changes in Net Assets for the Period
     from January 1, 1998 through April 8, 1998.............  F-126
  Combined Statement of Cash Flows for the Period from
     January 1, 1998 through April 8, 1998..................  F-127
  Notes to Combined Financial Statements....................  F-128
  Report of Independent Auditors............................  F-135
  Combined Balance Sheets as of December 31, 1996 and
     1997...................................................  F-136
  Combined Statements of Operations for the Years Ended
     December 31, 1995, 1996 and 1997.......................  F-137
  Combined Statements of Changes in Net Assets for the Years
     Ended December 31, 1996 and 1997.......................  F-138
  Combined Statements of Cash Flows for the Years Ended
     1995, 1996 and 1997....................................  F-139
  Notes to Combined Financial Statements....................  F-140
</TABLE>

 
                                       F-2

<PAGE>   207
 

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                           <C>
HELICON PARTNERS I, L.P. AND AFFILIATES:
  Independent Auditors' Report..............................  F-148
  Combined Balance Sheets as of December 31, 1997 and
     1998...................................................  F-149
  Combined Statements of Operations for Each of the Years in
     the Three-Year Period Ended December 31, 1998..........  F-150
  Combined Statements of Changes in Partners' Deficit for
     Each of the Years in the Three-Year Period Ended
     December 31, 1998......................................  F-151
  Combined Statements of Cash Flows for Each of the Years in
     the Three-Year Period Ended December 31, 1998..........  F-152
  Notes to Combined Financial Statements....................  F-153
INTERMEDIA CABLE SYSTEMS (comprised of components of
  InterMedia Partners and InterMedia Capital Partners IV,
  L.P.):
  Report of Independent Accountants.........................  F-166
  Combined Balance Sheets at December 31, 1998 and 1997.....  F-167
  Combined Statements of Operations for the Years Ended
     December 31, 1998 and 1997.............................  F-168
  Combined Statement of Changes in Equity for the Years
     Ended December 31, 1998 and 1997.......................  F-169
  Combined Statements of Cash Flows for the Years Ended
     December 31, 1998 and 1997.............................  F-170
  Notes to Combined Financial Statements....................  F-171
RIFKIN CABLE INCOME PARTNERS L.P.:
  Report of Independent Accountants.........................  F-184
  Balance Sheet at December 31, 1997 and 1998...............  F-185
  Statement of Operations for Each of the Three Years in the
     Period Ended December 31, 1998.........................  F-186
  Statement of Partners' Equity (Deficit) for Each of the
     Three Years in the Period Ended December 31, 1998......  F-187
  Statement of Cash Flows for Each of the Three Years in the
     Period Ended December 31, 1998.........................  F-188
  Notes to Financial Statements.............................  F-189
RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
  Report of Independent Accountants.........................  F-193
  Consolidated Balance Sheet at December 31, 1998 and
     1997...................................................  F-194
  Consolidated Statement of Operations for Each of the Three
     Years in the Period Ended December 31, 1998............  F-195
  Consolidated Statement of Cash Flows for Each of the Three
     Years in the Period Ended December 31, 1998............  F-196
  Consolidated Statement of Partners' Capital (Deficit) for
     Each of the Three Years in the Period Ended December
     31, 1998...............................................  F-197
  Notes to Consolidated Financial Statements................  F-198
INDIANA CABLE ASSOCIATES, LTD.:
  Report of Independent Auditors............................  F-212
  Balance Sheet as December 31, 1997 and 1998...............  F-213
  Statement of Operations for the Years Ended December 31,
     1996, 1997 and 1998....................................  F-214
  Statement of Partners' Deficit for the Years Ended
     December 31, 1996, 1997 and 1998.......................  F-215
  Statement of Cash Flows for the Years Ended December 31,
     1996, 1997 and 1998....................................  F-216
  Notes to Financial Statements.............................  F-217
</TABLE>

 
                                       F-3

<PAGE>   208
 

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                           <C>
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP:
  Report of Independent Auditors............................  F-222
  Consolidated Balance Sheet as of December 31, 1997 and
     1998...................................................  F-223
  Consolidated Statement of Operations for the Years Ended
     December 31, 1996, 1997 and 1998.......................  F-224
  Consolidated Statement of Partners' Equity (Deficit) for
     the Years Ended December 31, 1996, 1997 and 1998.......  F-225
  Consolidated Statement of Cash Flows for the Years Ended
     December 31, 1996, 1997 and 1998.......................  F-226
  Notes to Consolidated Financial Statements................  F-227
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS:
  Report of Independent Public Accountants..................  F-231
  Statement of Operations and Changes in Net Assets for the
     Period from April 1, 1998, through May 20, 1998........  F-232
  Statement of Cash Flows for the Period from April 1, 1998,
     through May 20, 1998...................................  F-233
  Notes to Financial Statements.............................  F-234
LONG BEACH ACQUISITION CORP.:
  Report of Independent Public Accountants..................  F-237
  Statement of Operations for the Period from April 1, 1997,
     through May 23, 1997...................................  F-238
  Statement of Stockholder's Equity for the Period from
     April 1, 1997, through May 23, 1997....................  F-239
  Statement of Cash Flows for the Period from April 1, 1997,
     through May 23, 1997...................................  F-240
  Notes to Financial Statements.............................  F-241

CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
  Condensed Consolidated Balance Sheets as of June 30, 1999
     (unaudited) and December 31, 1998......................  F-246
  Condensed Consolidated Statements of Operations for the
     Six Months Ended June 30, 1999 and 1998 (unaudited)....  F-247
  Condensed Consolidated Statements of Cash Flows for the
     Six Months Ended June 30, 1999 and 1998 (unaudited)....  F-248
  Notes to Condensed Consolidated Financial Statements
     (unaudited)............................................  F-249
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES:
  Consolidated Statements of Operations for the Three Months
     Ended March 31, 1999 and Six Months Ended June 30, 1998
     (unaudited)............................................  F-257
  Consolidated Statements of Cash Flows for the Three Months
     Ended March 31, 1999 and Six Months Ended June 30, 1998
     (unaudited)............................................  F-258
  Notes to Condensed Consolidated Financial Statements
     (unaudited)............................................  F-259
RENAISSANCE MEDIA GROUP LLC:
  Consolidated Statement of Operations for the Four Months
     Ended April 30, 1999 and Six Months Ended June 30, 1998
     (unaudited)............................................  F-262
  Consolidated Statement of Cash Flows for the Four Months
     Ended April 30, 1999 and Six Months Ended June 30, 1998
     (unaudited)............................................  F-263
  Notes to Consolidated Financial Statements................  F-264
HELICON PARTNERS I, L.P. AND AFFILIATES:
  Unaudited Condensed Combined Balance Sheet as of June 30,
     1999...................................................  F-267
  Unaudited Condensed Combined Statements of Operations for
     the Six-Month Periods Ended June 30, 1998 and 1999.....  F-268
  Unaudited Condensed Combined Statements of Changes in
     Partners' Deficit for the Six-Month Period Ended June
     30, 1999...............................................  F-269
  Unaudited Condensed Combined Statements of Cash Flows for
     the Six-Month Periods Ended June 30, 1998 and 1999.....  F-270
  Notes to Unaudited Condensed Combined Financial
     Statements.............................................  F-271
</TABLE>

 
                                       F-4

<PAGE>   209
 

<TABLE>
<CAPTION>
                                                               PAGE
                                                               ----
<S>                                                           <C>
INTERMEDIA CABLE SYSTEMS (comprised of components of
  InterMedia Partners and InterMedia Capital Partners IV,
  L.P.):
  Combined Balance Sheets as of June 30, 1999 (unaudited)
     and December 31, 1998..................................  F-273
  Combined Statements of Operations for the Six Months Ended
     June 30, 1999 and 1998 (unaudited).....................  F-274
  Combined Statement of Changes in Equity for the Six Months
     Ended June 30, 1999 (unaudited) and for the Year Ended
     December 31, 1998......................................  F-275
  Combined Statements of Cash Flows for the Six Months Ended
     June 30, 1999 and 1998 (unaudited).....................  F-276
  Notes to Condensed Combined Financial Statements
     (unaudited)............................................  F-277
RIFKIN CABLE INCOME PARTNERS L.P.:
  Balance Sheet at December 31, 1998 and June 30, 1999
     (unaudited)............................................  F-284
  Statement of Operations for the Six Months Ended June 30,
     1998 and 1999 (unaudited)..............................  F-285
  Statement of Partners' Equity for the Six Months Ended
     June 30, 1998 and 1999 (unaudited).....................  F-286
  Statement of Cash Flows for the Six Months Ended June 30,
     1998 and 1999 (unaudited)..............................  F-287
  Notes to Financial Statements.............................  F-288
RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
  Consolidated Balance Sheet at June 30, 1999 (unaudited)
     and December 31, 1998..................................  F-290
  Consolidated Statement Of Operations for the Six Months
     Ended June 30, 1999 and 1998 (unaudited)...............  F-291
  Consolidated Statement of Cash Flow for the Six Months
     Ended June 30, 1999 and 1998 (unaudited)...............  F-292
  Consolidated Statements of Partners' Capital (Deficit) for
     the Six Months Ended June 30, 1999 and 1998
     (unaudited)............................................  F-293
  Notes to Consolidated Financial Statements................  F-294
INDIANA CABLE ASSOCIATES, LTD.:
  Balance Sheet as of June 30, 1999 (unaudited).............  F-296
  Statement of Operations for the Six Months Ended June 30,
     1998 and 1999 (unaudited)..............................  F-297
  Statement of Cash Flows for the Six Months Ended June 30,
     1998 and 1999 (unaudited)..............................  F-298
  Statement of Partners' Deficit (unaudited)................  F-299
  Notes to Financial Statement (unaudited)..................  F-300
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
  Consolidated Balance Sheet as of June 30, 1999
     (unaudited)............................................  F-302
  Consolidated Statement of Operations for the Six Months
     Ended June 30, 1998 and 1999 (unaudited)...............  F-303
  Consolidated Statement of Partners' Equity................  F-304
  Consolidated Statement of Cash Flows for the Six Months
     Ended June 30, 1998 and 1999 (unaudited)...............  F-305
  Notes to Consolidated Financial Statement (unaudited).....  F-306
</TABLE>

 
                                       F-5

<PAGE>   210
 
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Charter Communications Holdings, LLC:
 
     We have audited the accompanying consolidated balance sheet of Charter
Communications Holdings, LLC and subsidiaries as of December 31, 1998, and the
related consolidated statements of operations and cash flows for the period from
December 24, 1998, through December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Charter Communications
Holdings, LLC and subsidiaries as of December 31, 1998, and the results of their
operations and their cash flows for the period from December 24, 1998, through
December 31, 1998, in conformity with generally accepted accounting principles.
 
/s/ ARTHUR ANDERSEN LLP
 
St. Louis, Missouri,
  February 5, 1999 (except with respect to the

  matters discussed in Notes 1 and 13,
  as to which the date is April 19, 1999)
 
                                       F-6

<PAGE>   211
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1998
                                                              -----------------
<S>                                                           <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................     $    9,573
  Accounts receivable, net of allowance for doubtful
     accounts of $1,728.....................................         15,108
  Prepaid expenses and other................................          2,519
                                                                 ----------
     Total current assets...................................         27,200
                                                                 ----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment.............................        716,242
  Franchises, net of accumulated amortization of $5,253.....      3,590,054
                                                                 ----------
                                                                  4,306,296
                                                                 ----------
OTHER ASSETS................................................          2,031
                                                                 ----------
                                                                 $4,335,527
                                                                 ==========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt......................     $   10,450
  Accounts payable and accrued expenses.....................        127,586
  Payables to manager of cable television systems -- related
     party..................................................          4,334
                                                                 ----------
     Total current liabilities..............................        142,370
                                                                 ----------
LONG-TERM DEBT..............................................      1,991,756
                                                                 ----------
DEFERRED MANAGEMENT FEES -- RELATED PARTY...................         15,561
                                                                 ----------
OTHER LONG-TERM LIABILITIES.................................         38,461
                                                                 ----------
MEMBERS' EQUITY -- 100 UNITS ISSUED AND OUTSTANDING.........      2,147,379
                                                                 ----------
                                                                 $4,335,527
                                                                 ==========
</TABLE>

 
The accompanying notes are an integral part of this consolidated statement.
 
                                       F-7

<PAGE>   212
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                               PERIOD FROM
                                                              DECEMBER 24,
                                                              1998, THROUGH
                                                              DECEMBER 31,
                                                                  1998
                                                              -------------
<S>                                                           <C>
REVENUES....................................................     $13,713
                                                                 -------
OPERATING EXPENSES:
  Operating costs...........................................       6,168
  General and administrative................................         966
  Depreciation and amortization.............................       8,318
  Stock option compensation expense.........................         845
  Corporate expense charges -- related party................         473
                                                                 -------
                                                                  16,770
                                                                 -------
     Loss from operations...................................      (3,057)
                                                                 -------
OTHER INCOME (EXPENSE):
  Interest income...........................................         133
  Interest expense..........................................      (2,353)
                                                                 -------
                                                                  (2,220)
                                                                 -------
     Net loss...............................................     $(5,277)
                                                                 =======
</TABLE>

 
The accompanying notes are an integral part of this consolidated statement.
 
                                       F-8

<PAGE>   213
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                               PERIOD FROM
                                                               DECEMBER 24,
                                                              1998, THROUGH
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
<S>                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................    $   (5,277)
  Adjustments to reconcile net loss to net cash provided by
     operating activities --
     Depreciation and amortization..........................         8,318
     Stock option compensation expense......................           845
     Changes in assets and liabilities --
       Receivables, net.....................................        (8,753)
       Prepaid expenses and other...........................          (211)
       Accounts payable and accrued expenses................        10,227
       Payables to manager of cable television systems......           473
       Other operating activities...........................         2,022
                                                                ----------
          Net cash provided by operating activities.........         7,644
                                                                ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment................       (13,672)
                                                                ----------
          Net cash used in investing activities.............       (13,672)
                                                                ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings of long-term debt..............................        14,200
                                                                ----------
          Net cash provided by financing activities.........        14,200
                                                                ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS...................         8,172
CASH AND CASH EQUIVALENTS, beginning of period..............         1,401
                                                                ----------
CASH AND CASH EQUIVALENTS, end of period....................    $    9,573
                                                                ==========
CASH PAID FOR INTEREST......................................    $    5,538
                                                                ==========
NONCASH TRANSACTION -- Transfer of cable television
  operating subsidiaries from the parent company (see Note
  1)........................................................    $2,151,811
                                                                ==========
</TABLE>

 
The accompanying notes are an integral part of this consolidated statement.
 
                                       F-9

<PAGE>   214
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION AND BASIS OF PRESENTATION
 
     Charter Communications Holdings, LLC (Charter Holdings), a Delaware limited
liability company, was formed in February 1999 as a wholly owned subsidiary of
Charter Investment, Inc. (Charter), formerly Charter Communications, Inc.
Charter, through its wholly owned cable television operating subsidiary, Charter
Communications Properties, LLC (CCP), commenced operations with the acquisition
of a cable television system on September 30, 1995.
 
     Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter for an aggregate purchase price of
$211 million, excluding $214 million in debt assumed (the "Paul Allen
Transaction"). In conjunction with the Paul Allen Transaction, Charter acquired
100% of the interests it did not already own in CharterComm Holdings, LLC
(CharterComm Holdings) and CCA Group (comprised of CCA Holdings Corp., CCT
Holdings Corp. and Charter Communications Long Beach, Inc.), all cable
television operating companies, for $2.0 billion, excluding $1.8 billion in debt
assumed from unrelated third parties for fair value. Charter previously managed
and owned minority interests in these companies. These acquisitions were
accounted for using the purchase method of accounting, and accordingly, results
of operations of CharterComm Holdings and CCA Group are included in the
financial statements from the date of acquisition. In February 1999, Charter
transferred all of its cable television operating subsidiaries to a wholly owned
subsidiary of Charter Holdings, Charter Communications Operating, LLC (Charter
Operating). This transfer was accounted for as a reorganization of entities
under common control similar to a pooling of interests.
 
     As a result of the change in ownership of CCP, CharterComm Holdings and CCA
Group, Charter Holdings has applied push-down accounting in the preparation of
the consolidated financial statements. Accordingly, Charter Holdings increased
its members' equity by $2.2 billion to reflect the amounts paid by Paul G. Allen
and Charter. The purchase price was allocated to assets acquired and liabilities
assumed based on their relative fair values, including amounts assigned to
franchises of $3.6 billion. The allocation of the purchase price is based, in
part, on preliminary information which is subject to adjustment upon obtaining
complete valuation information of intangible assets. The valuation information
is expected to be finalized in the third quarter of 1999. Management believes
that finalization of the purchase price will not have a material impact on the
results of operations or financial position of Charter Holdings.
 
     On April 23, 1998, Paul G. Allen and a company controlled by Paul G. Allen,
(the "Paul G. Allen Companies") purchased substantially all of the outstanding
partnership interests in Marcus Cable Company L.L.C. (Marcus Cable) for $1.4
billion, excluding $1.8 billion in assumed liabilities. The owner of the
remaining partnership interest retained voting control of Marcus Cable. In
February 1999, Marcus Cable Holdings, LLC (Marcus Holdings) was formed and Mr.
Allen's interests in Marcus Cable were transferred to Marcus Holdings. On March
31, 1999, Paul G. Allen purchased the remaining partnership interests in Marcus
Cable, including voting control. On April 7, 1999, Marcus Holdings was merged
into Charter Holdings and Marcus Cable was transferred to Charter Holdings. For
financial reporting purposes, the merger was accounted for as an acquisition
 
                                      F-10

<PAGE>   215
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
of Marcus Cable effective March 31, 1999, the date Paul G. Allen obtained voting
control of Marcus Cable. Accordingly, the results of operations of Marcus Cable
have not been included in the financial statements for the period ended December
31, 1998.
 
     The consolidated financial statements of Charter Holdings include the
accounts of Charter Operating and CCP and the accounts of CharterComm Holdings
and CCA Group and their subsidiaries since December 23, 1998 (date acquired by
Charter) and are collectively referred to as the "Company" herein. All
subsidiaries are wholly owned. All material intercompany transactions and
balances have been eliminated. The Company derives its primary source of
revenues by providing various levels of cable television programming and
services to residential and business customers. As of December 31, 1998, the
Company provided cable television services to customers in 20 states in the U.S.
 
     The consolidated financial statements of Charter Holdings for periods prior
to December 24, 1998, are not presented herein since, as a result of the Paul
Allen Transaction and the application of push down accounting, the financial
information as of December 31, 1998, and for the period from December 24, 1998,
through December 31, 1998, is presented on a different cost basis than the
financial information as of December 31, 1997, and for the periods prior to
December 24, 1998. Such information is not comparable.
 
CASH EQUIVALENTS
 
     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1998,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.
 
PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installations. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement and betterments are capitalized.
 
     Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:
 

<TABLE>
<S>                                                           <C>
Cable distribution systems................................    3-15 years
Buildings and leasehold improvements......................    5-15 years
Vehicles and equipment....................................     3-5 years
</TABLE>

 
FRANCHISES
 
     Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Costs relating to unsuccessful
franchise applications are charged to expense when it is determined that the
efforts to obtain the franchise will not be successful. Franchise rights
acquired through the purchase of cable television systems
 
                                      F-11

<PAGE>   216
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
represent management's estimate of fair value and are generally amortized using
the straight-line method over a period of 15 years. The period of 15 years is
management's best estimate of the useful lives of the franchises and assumes
substantially all of those franchises that expire during the period will be
renewed by the Company.
 
IMPAIRMENT OF ASSETS
 
     If facts and circumstances suggest that a long-lived asset may be impaired,
the carrying value is reviewed. If a review indicates that the carrying value of
such asset is not recoverable based on projected undiscounted cash flows related
to the asset over its remaining life, the carrying value of such asset is
reduced to its estimated fair value.
 
REVENUES
 
     Cable television revenues from basic and premium services are recognized
when the related services are provided.
 
     Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1998, no installation revenue has
been deferred, as direct selling costs have exceeded installation revenue.
 
     Fees collected from programmers to guarantee carriage are deferred and
amortized to income over the life of the contracts. Local governmental
authorities impose franchise fees on the Company ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Company's customers and are periodically remitted to local
franchises. Franchise fees collected and paid are reported as revenues.
 
INTEREST RATE HEDGE AGREEMENTS
 
     The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain debt agreements. Interest rate swaps,
caps and collars are accounted for as hedges of debt obligations, and
accordingly, the net settlement amounts are recorded as adjustments to interest
expense in the period incurred. Premiums paid for interest rate caps are
deferred, included in other assets, and are amortized over the original term of
the interest rate agreement as an adjustment to interest expense.
 
     The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating fixed rate debt.
Interest rate caps and collars are entered into by the Company to reduce the
impact of rising interest rates on floating rate debt.
 
     The Company's participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designed for hedging purposes and
are not held or issued for speculative purposes.
 
                                      F-12

<PAGE>   217
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
INCOME TAXES
 
     Income taxes are the responsibility of the individual members or partners
and are not provided for in the accompanying consolidated financial statements.
In addition, certain subsidiaries are corporations subject to income taxes but
have no operations and, therefore, no material income tax liabilities or assets.
 
SEGMENTS
 
     In 1998, Charter Holdings adopted SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information." Segments have been identified based
upon management responsibility. Charter Holdings operates in one segment, cable
services.
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
2.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED):
 
     In addition to the acquisitions by Charter of CharterComm Holdings and CCA
Group, the Company acquired cable television systems for an aggregate purchase
price, net of cash acquired, of $291,800 and $342,100 in 1998 and 1997,
respectively, all prior to December 24, 1998. The Company also refinanced
substantially all of its long-term debt in March 1999 (see Note 12).
 
     Unaudited pro forma operating results as though the acquisitions and
refinancing discussed above, including the Paul Allen Transaction, had occurred
on January 1, 1997, with adjustments to give effect to amortization of
franchises, interest expense and certain other adjustments are as follows:
 

<TABLE>
<CAPTION>
                                                       YEAR ENDED
                                                      DECEMBER 31
                                                 ----------------------
                                                   1998         1997
                                                 ---------    ---------
<S>                                              <C>          <C>
Revenues.......................................  $ 601,953    $ 550,259
Loss from operations...........................    (90,346)    (129,009)
Net loss.......................................   (294,598)    (329,323)
</TABLE>

 
     The unaudited pro forma financial information has been presented for
comparative purposes and does not purport to be indicative of the results of
operations or financial position of the Company had these transactions been
completed as of the assumed date or which may be obtained in the future.
 
                                      F-13

<PAGE>   218
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
3.  MEMBERS' EQUITY:
 
     For the period from December 24, 1998, through December 31, 1998, members'
equity consisted of the following:
 

<TABLE>
<S>                                                          <C>
Balance, December 24, 1998.................................  $2,151,811
Net loss...................................................      (5,277)
Stock option compensation..................................         845
                                                             ----------
Balance, December 31, 1998.................................  $2,147,379
                                                             ==========
</TABLE>

 
4.  PROPERTY, PLANT AND EQUIPMENT:
 
     Property, plant and equipment consists of the following at December 31,
1998:
 

<TABLE>
<S>                                                          <C>
Cable distribution systems.................................  $  661,749
Land, buildings and leasehold improvements.................      26,670
Vehicles and equipment.....................................      30,590
                                                             ----------
                                                                719,009
Less -- Accumulated depreciation...........................      (2,767)
                                                             ----------
                                                             $  716,242
                                                             ==========
</TABLE>

 
     For the period from December 24, 1998, through December 31, 1998,
depreciation expense was $2,767.
 
5.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
 
     Accounts payable and accrued expenses consist of the following at December
31, 1998:
 

<TABLE>
<S>                                                           <C>
Accrued interest............................................  $ 30,809
Franchise fees..............................................    12,534
Programming costs...........................................    11,856
Capital expenditures........................................    15,560
Accrued income taxes........................................    15,205
Accounts payable............................................     7,439
Other accrued liabilities...................................    34,183
                                                              --------
                                                              $127,586
                                                              ========
</TABLE>

 
                                      F-14

<PAGE>   219
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  LONG-TERM DEBT:
 
     Long-term debt consists of the following at December 31, 1998:
 

<TABLE>
<S>                                                          <C>
Credit Agreements (including CCP, CCA Group and CharterComm
  Holdings)................................................  $1,726,500
Senior Secured Discount Debentures.........................     109,152
11 1/4% Senior Notes.......................................     125,000
Current maturities.........................................     (10,450)
Unamortized net premium....................................      41,554
                                                             ----------
                                                             $1,991,756
                                                             ==========
</TABLE>

 
CCP CREDIT AGREEMENT
 
     CCP maintains a credit agreement (the "CCP Credit Agreement"), which
provides for two term loan facilities, one with the principal amount of $60,000
that matures on June 30, 2006, and the other with the principal amount of
$80,000 that matures on June 30, 2007. The CCP Credit Agreement also provides
for a $90,000 revolving credit facility with a maturity date of June 30, 2006.
Amounts under the CCP Credit Agreement bear interest at the LIBOR Rate or Base
Rate, as defined, plus a margin up to 2.88%. The variable interest rates ranged
from 7.44% to 8.19% at December 31, 1998.
 
CC-I, CC-II COMBINED CREDIT AGREEMENT
 
     Charter Communications, LLC and Charter Communications II, LLC,
subsidiaries of CharterComm Holdings, maintains a combined credit agreement (the
"Combined Credit Agreement"), which provides for two term loan facilities, one
with the principal amount of $200,000 that matures on June 30, 2007, and the
other with the principal amount of $150,000 that matures on December 31, 2007.
The Combined Credit Agreement also provides for a $290,000 revolving credit
facility, with a maturity date of June 30, 2007. Amounts under the Combined
Credit Agreement bear interest at the LIBOR Rate or Base Rate, as defined, plus
a margin up to 2.0%. The variable interest rates ranged from 6.69% to 7.31% at
December 31, 1998. A quarterly commitment fee of between 0.25% and 0.375% per
annum is payable on the unborrowed balance of the revolving credit facility.
 
CHARTERCOMM HOLDINGS -- SENIOR SECURED DISCOUNT DEBENTURES
 
     CharterComm Holdings issued $146,820 of Senior Secured Discount Debentures
(the "Debentures") for proceeds of $75,000. The Debentures are effectively
subordinated to the claims and creditors of CharterComm Holdings' subsidiaries,
including the lenders under the Combined Credit Agreement. The Debentures are
redeemable at the Company's option at amounts decreasing from 107% to 100% of
principal, plus accrued and unpaid interest to the redemption date, beginning on
March 15, 2001. The issuer is required to make an offer to purchase all of the
Debentures, at a purchase price equal to 101% of the principal amount, together
with accrued and unpaid interest, upon a Change in Control, as defined in the
Debentures Indenture. No interest is payable on the Debentures prior to
 
                                      F-15

<PAGE>   220
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
March 15, 2001. Thereafter, interest on the Debentures is payable semiannually
in arrears beginning September 15, 2001, until maturity on March 15, 2007.
 
CHARTERCOMM HOLDINGS -- 11 1/4% SENIOR NOTES
 
     CharterComm Holdings issued $125,000 aggregate principal amount of 11 1/4%
Senior Notes (the "11 1/4% Notes"). The Notes are effectively subordinated to
the claims of creditors of CharterComm Holdings' subsidiaries, including the
lenders under the Combined Credit Agreements. The 11 1/4% Notes are redeemable
at the Company's option at amounts decreasing from 106% to 100% of principal,
plus accrued and unpaid interest to the date of redemption, beginning on March
15, 2001. The issuer is required to make an offer to purchase all of the 11 1/4%
Notes, at a purchase price equal to 101% of the principal amount, together with
accrued and unpaid interest, upon a Change in Control, as defined in the 11 1/4%
Notes indenture. Interest is payable semiannually on March 15 and September 15
until maturity on March 15, 2006.
 
     As of December 24, 1998, the Debentures and 11 1/4% Notes were recorded at
their estimated fair values resulting in an increase in the carrying values of
the debt and an unamortized net premium as of December 31, 1998. The premium
will be amortized to interest expense over the estimated remaining lives of the
debt using the interest method. As of December 31, 1998, the effective interest
rates on the Debentures and 11 1/4% Notes were 10.7% and 9.6%, respectively.
 
CCE-I CREDIT AGREEMENT
 
     Charter Communications Entertainment I LLC, a subsidiary of CCA Group,
maintains a credit agreement (the "CCE-I Credit Agreement"), which provides for
a $280,000 term loan that matures on September 30, 2006, and $85,000 fund loan
that matures on March 31, 2007, and a $175,000 revolving credit facility with a
maturity date of September 30, 2006. Amounts under the CCE-I Credit Agreement
bear interest at either the LIBOR Rate or Base Rate, as defined, plus a margin
up to 2.75%. The variable interest rates ranged from 6.88% to 8.06% at December
31, 1998. A quarterly commitment fee of between 0.375% and 0.5% per annum is
payable on the unborrowed balance of the revolving credit facility.
 
CCE-II COMBINED CREDIT AGREEMENT
 
     Charter Communications Entertainment II, LLC and Long Beach LLC,
subsidiaries of CCA Group, maintain a credit agreement (the "CCE-II Combined
Credit Agreement"), which provides for two term loan facilities, one with the
principal amount of $100,000 that matures on March 31, 2005, and the other with
the principal amount of $90,000 that matures on March 31, 2006. The CCE-II
Combined Credit Agreement also provides for a $185,000 revolving credit
facility, with a maturity date of March 31, 2005. Amounts under the CCE-II
Combined Credit Agreement bear interest at either the LIBOR Rate or Base Rate,
as defined, plus a margin up to 2.5%. The variable rates ranged from 6.56% to
7.59% at December 31, 1998. A quarterly commitment fee of between 0.25% and
0.375% per annum is payable on the unborrowed balance of the revolving credit
facility.
 
                                      F-16

<PAGE>   221
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
CCE CREDIT AGREEMENT
 
     Charter Communications Entertainment, LLC, a subsidiary of CCA Group,
maintains a credit agreement (the "CCE Credit Agreement") which provides for a
term loan facility with the principal amount of $130,000 that matures on
September 30, 2007. Amounts under the CCE Credit Agreement bear interest at the
LIBOR Rate or Base Rate, as defined, plus a margin up to 3.25%. The variable
interest rate at December 31, 1998, was 8.62%.
 
CCE-II HOLDINGS CREDIT AGREEMENT
 
     CCE-II Holdings, LLC, a subsidiary of CCA Group, entered into a credit
agreement (the "CCE-II Holdings Credit Agreement"), which provides for a term
loan facility with the principal amount of $95,000 that matures on September 30,
2006. Amounts under the CCE-II Holdings Credit Agreement bear interest at either
the LIBOR Rate or Base Rate, as defined, plus a margin up to 3.25%. The variable
rate at December 31, 1998, was 8.56%.
 
     Based upon outstanding indebtedness at December 31, 1998, and the
amortization of term and fund loans, and scheduled reductions in available
borrowings of the revolving credit facilities, aggregate future principal
payments on the total borrowings under all debt agreements at December 31, 1998,
are as follows:
 

<TABLE>
<CAPTION>
YEAR                                                           AMOUNT
----                                                         ----------
<S>                                                          <C>
1999.......................................................  $   10,450
2000.......................................................      21,495
2001.......................................................      42,700
2002.......................................................     113,588
2003.......................................................     157,250
Thereafter.................................................   1,652,837
                                                             ----------
                                                             $1,998,320
                                                             ==========
</TABLE>

 
7.  FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
     A summary of debt and the related interest rate hedge agreements at
December 31, 1998, is as follows:
 

<TABLE>
<CAPTION>
                                            CARRYING      NOTIONAL        FAIR
DEBT                                         VALUE         AMOUNT        VALUE
----                                       ----------    ----------    ----------
<S>                                        <C>           <C>           <C>
Charter Credit Agreements (including CCP,
  CCA Group and CharterComm
  Holdings)..............................  $1,726,500    $       --    $1,726,500
Senior Secured Discount Debentures.......     138,102            --       138,102
11 1/4% Senior Notes.....................     137,604            --       137,604
INTEREST RATE HEDGE AGREEMENTS
Swaps....................................     (23,216)    1,105,000       (23,216)
Caps.....................................          --        15,000            --
Collars..................................      (4,174)      310,000        (4,174)
</TABLE>

 
                                      F-17

<PAGE>   222
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     As the long-term debt under the credit agreements bears interest at current
market rates, their carrying amount approximates market value at December 31,
1998. The fair values of the 11 1/4% Notes and the Debentures are based on
quoted market prices.
 
     The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.66% at December 31, 1998. The weighted average interest rate
for the Company's interest rate cap agreements was 8.55% at December 31, 1998.
The weighted average interest rates for the Company's interest rate collar
agreements were 8.61% and 7.31% for the cap and floor components, respectively,
at December 31, 1998.
 
     The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.
 
     The fair value of interest rate hedge agreements generally reflects the
estimated amounts that the Company would receive or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.
 
     Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's credit facilities, thereby reducing the exposure to
credit loss. The Company has policies regarding the financial stability and
credit standing of major counterparties. Nonperformance by the counterparties is
not anticipated nor would it have a material adverse effect on the Company's
consolidated financial position or results of operations.
 
8.  RELATED-PARTY TRANSACTIONS:
 
     Charter provides management services to the Company including centralized
customer billing services, data processing and related support, benefits
administration and coordination of insurance coverage and self-insurance
programs for medical, dental and workers' compensation claims. Certain costs for
services are billed and charged directly to the Company's operating subsidiaries
and are included in operating costs. These billings are determined based on the
number of basic customers. Such costs totaled $128 for the period from December
24, 1998, through December 31, 1998. All other costs incurred by Charter on
behalf of the Company are recorded as expenses in the accompanying consolidated
financial statements and are included in corporate expense charges -- related
party. Management believes that costs incurred by Charter on Charter Holdings
behalf and included in the accompanying financial statements are not materially
different than costs Charter Holdings would have incurred as a stand alone
entity.
 
     Charter utilizes a combination of excess insurance coverage and
self-insurance programs for its medical, dental and workers' compensation
claims. Charges are made to Charter Holdings as determined by independent
actuaries at the present value of the actuarially computed present and future
liabilities for such benefits. Medical coverage provides for $2,435 aggregate
stop loss protection and a loss limitation of $100 per person
 
                                      F-18

<PAGE>   223
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
per year. Workers' compensation coverage provides for $800 aggregate stop loss
protection and a loss limitation of $150 per person per year.
 
     The Company is charged a management fee based on percentages of revenues or
a flat fee plus additional fees based on percentages of operating cash flows, as
stipulated in the management agreements between Charter and the operating
subsidiaries. To the extent management fees charged to the Company are greater
(less) than the corporate expenses incurred by Charter, the Company will record
distributions to (capital contributions from) Charter. For the period from
December 24, 1998, through December 31, 1998, the management fee charged to the
Company approximated the corporate expenses incurred by Charter on behalf of the
Company. As of December 31, 1998, management fees currently payable of $473 are
included in payables to manager of cable television systems-related party.
Beginning in 1999, the management fee will be based on 3.5% of revenues as
permitted by the new debt agreements of the Company (see Note 12).
 
     Charter, Paul G. Allen and certain affiliates of Mr. Allen own equity
interests or warrants to purchase equity interests in various entities which
provide services or programming to the Company, including High Speed Access
Corp. (High Speed Access), WorldGate Communications, Inc. (WorldGate), Wink
Communications, Inc. (Wink), ZDTV, USA Networks, Inc. (USA Networks) and Oxygen
Media Inc. (Oxygen Media). In addition, certain officers or directors of the
Company also serve as directors of High Speed Access and USA Networks. The
Company and its affiliates do not hold controlling interests in any of these
companies.
 
     Certain of the Company's cable television subscribers receive cable
modem-based internet access through High Speed Access and TV-based internet
access through WorldGate. For the period from December 24, 1998, through
December 31, 1998, revenues attributable to these services were less than 1% of
total revenues.
 
     The Company receives or will receive programming and certain interactive
features embedded into the programming for broadcast via its cable television
systems from Wink, ZDTV, USA Networks and Oxygen Media. The Company pays a fee
for the programming service generally based on the number of subscribers
receiving the service. Such fees for the period from December 24, 1998, through
December 31, 1998, were less than 1% of total operating costs. In addition, the
Company receives commissions from USA Networks for home shopping sales generated
by its customers. Such revenues for the period from December 24, 1998, through
December 31, 1998, were less than 1% of total revenues.
 
                                      F-19

<PAGE>   224
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
9.  COMMITMENTS AND CONTINGENCIES:
 
LEASES
 
     The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
December 24, 1998, through December 31, 1998, were $70. Future minimum lease
payments are as follows:
 

<TABLE>
<S>                                                           <C>
1999........................................................  $2,843
2000........................................................   2,034
2001........................................................   1,601
2002........................................................     626
2003........................................................     366
Thereafter..................................................   1,698
</TABLE>

 
     The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
period from December 24, 1998, through December 31, 1998, was $137.
 
LITIGATION
 
     The Company is a party to lawsuits that arose in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits will not have a material adverse
effect on the Company's consolidated financial position or results of
operations.
 
REGULATION IN THE CABLE TELEVISION INDUSTRY
 
     The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act" and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. Legislation
and regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.
 
     The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established rate regulations.
 
     The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 31,
1998, the amount refunded by the
 
                                      F-20

<PAGE>   225
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Company has been insignificant. The Company may be required to refund additional
amounts in the future.
 
     The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company is unable to justify its basic rates. The Company
is unable to estimate at this time the amount of refunds, if any, that may be
payable by the Company in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Company does not believe that the amount of any such refunds would have a
material adverse effect on the consolidated financial position or results of
operations of the Company.
 
     The 1996 Telecom Act, among other things, immediately deregulated the rates
for certain small cable operators and in certain limited circumstances rates on
the basic service tier, and as of March 31, 1999, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company cannot predict the ultimate effect of the 1996 Telecom Act on
the Company's consolidated financial position or results of operations.
 
     The FCC may further restrict the ability of cable television operators to
implement rate increases or the United States Congress may enact legislation
that could delay or suspend the scheduled March 1999 termination of CPST rate
regulation. This continued rate regulation, if adopted, could limit the rates
charged by the Company.
 
     A number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. State governmental agencies are
required to follow FCC rules when prescribing rate regulation, and thus, state
regulation of cable television rates is not allowed to be more restrictive than
the federal or local regulation. The Company is subject to state regulation in
Connecticut.
 
10.  EMPLOYEE BENEFIT PLANS:
 
     The Company's employees may participate in 401(k) plans (the "401(k)
Plans"). Employees that qualify for participation can contribute up to 15% of
their salary, on a before tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service. The Company made contributions to
the 401(k) Plans totaling $20 for the period from December 24, 1998, through
December 31, 1998.
 
11.  ACCOUNTING STANDARD NOT YET IMPLEMENTED:
 
     In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge
 
                                      F-21

<PAGE>   226
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
accounting criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item in
the income statement, and requires that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting. SFAS No. 133 is effective for fiscal years beginning after June 15,
1999. The Company has not yet quantified the impacts of adopting SFAS No. 133 on
its consolidated financial statements nor has it determined the timing or method
of its adoption of SFAS No. 133. However, SFAS No. 133 could increase volatility
in earnings (loss).
 
12.  PARENT COMPANY ONLY FINANCIAL STATEMENTS
 
     As a result of the limitations on and prohibitions of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to Charter Holdings, the parent company. Charter
Holdings (parent company only) financial statements are presented below.
 
           CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
 
                                 BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1998
                                                             -----------------
<S>                                                          <C>
ASSETS
INVESTMENT IN CHARTER OPERATING............................     $2,147,379
                                                                ==========
MEMBERS' EQUITY
MEMBERS' EQUITY............................................     $2,147,379
                                                                ==========
</TABLE>

 
           CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
 
                            STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                               PERIOD FROM
                                                            DECEMBER 24, 1998,
                                                                 THROUGH
                                                            DECEMBER 31, 1998
                                                            ------------------
<S>                                                         <C>
EQUITY IN LOSS OF CHARTER OPERATING.......................      $   (5,277)
                                                                ==========
  Net loss................................................      $   (5,277)
                                                                ==========
</TABLE>

 
                                      F-22

<PAGE>   227
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
           CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
 
                          STATEMENT OF MEMBERS' EQUITY
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<S>                                                          <C>
Balance, December 24, 1998.................................     $2,151,811
Net loss...................................................         (5,277)
Stock option compensation..................................            845
                                                                ----------
Balance, December 31, 1998.................................     $2,147,379
                                                                ==========
</TABLE>

 
     The investment in Charter Operating is accounted for on the equity method.
No statement of cash flows has been presented as Charter Holdings (parent
company only) had no cash flow activity.
 
13.  SUBSEQUENT EVENTS:
 
     Through April 19, 1999, the Company has entered into definitive agreements
to purchase eight cable television companies, including a swap of cable
television systems, for approximately $4.6 billion. The swap of cable television
systems will be recorded at the fair value of the systems exchanged. The
acquisitions are expected to close no later than March 31, 2000. The
acquisitions will be accounted for using the purchase method of accounting, and
accordingly, results of operations of the acquired businesses will be included
in the financial statements from the dates of acquisitions.
 
     In March 1999, concurrent with the issuance of $600.0 million 8.250% Senior
Notes due 2007, $1.5 billion 8.625% Senior Notes due 2009 and $1.475 billion
9.920% Senior Discount Notes due 2011 (collectively, the "CCH Notes"), the
Company extinguished substantially all long-term debt, excluding borrowings of
the Company under its credit agreements, and refinanced substantially all
existing credit agreements at various subsidiaries with a new credit agreement
(the "CCO Credit Agreement") entered into by Charter Operating. Charter Holdings
expects to record an extraordinary loss of approximately $8 million in
conjunction with the extinguishment of substantially all long-term debt and the
refinancing of its credit agreements.
 
     The CCO Credit Agreement provides for two term facilities, one with a
principal amount of $1.0 billion that matures September 2008 (Term A), and the
other with the principal amount of $1.85 billion that matures on March 2009
(Term B). The CCO Credit Agreement also provides for a $1.25 billion revolving
credit facility with a maturity date of September 2008. Amounts under the CCO
Credit Agreement bear interest at the Base Rate or the Eurodollar rate, as
defined, plus a margin up to 2.75%. A quarterly commitment fee of between 0.25%
and 0.375% per annum is payable on the unborrowed balance of Term A and the
revolving credit facility. On March 17, 1999, the Company borrowed $1.75 billion
under Term B and invested the excess cash of $1.0 billion in short-term
investments.
 
     Charter Communications Holdings Capital Corporation is a co-issuer of the
CCH Notes and is a wholly owned finance subsidiary of Charter Holdings with no
independent assets or operations.
 
                                      F-23

<PAGE>   228
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     In accordance with an employment agreement between Charter and the
President and Chief Executive Officer of Charter and a related option agreement
between Charter Communications Holdings Company, LLC (CCHC), parent of Charter
Holdings, and the President and Chief Executive Officer of Charter, 7,044,127
options to purchase 3% of the net equity value of CCHC were issued to the
President and Chief Executive Officer of Charter. The options vest over a four
year period from the date of grant and expire ten years from the date of grant.
 
     In February 1999, the Company adopted an option plan providing for the
grant of options to purchase up to 10% of the aggregate equity value of the
subsidiaries of CCHC as of February 1999. The option plan provides for grants of
options to employees and consultants of CCHC and its affiliates and consultants
who provide services to CCHC. Options granted vest over five years from the date
of grant. However, if there has not been a public offering of the equity
interests of CCHC or an affiliate, vesting will occur only upon termination of
employment for any reason, other than for cause or disability. Options not
exercised accumulate and are exercisable, in whole or in part, in any subsequent
period, but not later than ten years from the date of grant.
 
     Options outstanding as of March 31, 1999, are as follows:
 

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING             OPTIONS EXERCISABLE
                       ----------------------------------------  -------------------
      EXERCISE              NUMBER OF       REMAINING CONTRACT        NUMBER OF
        PRICE                OPTIONS          LIFE (IN YEARS)          OPTIONS
---------------------  -------------------  -------------------  -------------------
<S>                    <C>                  <C>                  <C>
       $20.00              16,095,008               9.8               1,761,032
</TABLE>

 
     The Company follows Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" to account for the option plans. Stock option
compensation expense of $845 has been recorded in the financial statements since
the exercise price is less than the estimated fair value of the underlying
membership interests on the date of grant. Estimated fair value was determined
by the Company using the valuation inherent in the Paul Allen Transaction and
valuations of public companies in the cable television industry adjusted for
factors specific to the Company. Compensation expense is being accrued over the
vesting period of each grant that varies from four to five years. As of March
31, 1999, deferred compensation remaining to be recognized in future periods
totalled $143 million. Had compensation expense for the option plans been
determined based on the fair value at the grant dates under the provisions of
SFAS No. 123, the Company's net loss would have been $5.5 million for the period
from December 24, 1998, through December 31, 1998. The fair value of each option
grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions: no dividend yield, expected volatility of
44.00%, risk free rate of 5.00%, and expected option lives of 10 years.
 
                                      F-24

<PAGE>   229
 
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Charter Communications Holdings, LLC:
 
     We have audited the accompanying consolidated balance sheet of Charter
Communications Holdings, LLC and subsidiaries as of December 31, 1997, and the
related consolidated statements of operations, shareholder's investment and cash
flows for the period from January 1, 1998, through December 23, 1998, and for
the years ended December 31, 1997 and 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Charter Communications
Holdings, LLC and subsidiaries as of December 31, 1997, and the results of their
operations and their cash flows for the period from January 1, 1998, through
December 23, 1998, and for the years ended December 31, 1997 and 1996, in
conformity with generally accepted accounting principles.
 
/s/ ARTHUR ANDERSEN LLP
 
St. Louis, Missouri,
  February 5, 1999

 
                                      F-25

<PAGE>   230
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                                  1997
                                                              ------------
<S>                                                           <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................    $   626
  Accounts receivable, net of allowance for doubtful
     accounts of $52........................................        579
  Prepaid expenses and other................................         32
                                                                -------
     Total current assets...................................      1,237
                                                                -------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment.............................     25,530
  Franchises, net of accumulated amortization of $3,829.....     28,195
                                                                -------
                                                                 53,725
                                                                -------
OTHER ASSETS................................................        849
                                                                -------
                                                                $55,811
                                                                =======
LIABILITIES AND SHAREHOLDER'S INVESTMENT
CURRENT LIABILITIES:
  Accounts payable and accrued expenses.....................    $ 3,082
  Payables to manager of cable television systems -- related
     party..................................................        114
                                                                -------
     Total current liabilities..............................      3,196
                                                                -------
LONG-TERM DEBT..............................................     41,500
                                                                -------
NOTE PAYABLE TO RELATED PARTY, including accrued interest...     13,090
                                                                -------
SHAREHOLDER'S INVESTMENT:
  Common stock, $.01 par value, 100 shares authorized, one
     issued and outstanding.................................         --
  Paid-in capital...........................................      5,900
  Accumulated deficit.......................................     (7,875)
                                                                -------
     Total shareholder's investment.........................     (1,975)
                                                                -------
                                                                $55,811
                                                                =======
</TABLE>

 
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-26

<PAGE>   231
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                  PERIOD FROM
                                                  JANUARY 1,         YEAR ENDED
                                                 1998, THROUGH      DECEMBER 31
                                                 DECEMBER 23,    ------------------
                                                     1998         1997       1996
                                                 -------------   -------    -------
<S>                                              <C>             <C>        <C>
REVENUES.......................................    $ 49,731      $18,867    $14,881
                                                   --------      -------    -------
OPERATING EXPENSES:
  Operating costs..............................      18,751        9,157      5,888
  General and administrative...................       7,201        2,610      2,235
  Depreciation and amortization................      16,864        6,103      4,593
  Corporate expense allocation -- related
     party.....................................       6,176          566        446
                                                   --------      -------    -------
                                                     48,992       18,436     13,162
                                                   --------      -------    -------
     Income from operations....................         739          431      1,719
                                                   --------      -------    -------
OTHER INCOME (EXPENSE):
  Interest income..............................          44           41         20
  Interest expense.............................     (17,277)      (5,120)    (4,415)
  Other, net...................................        (728)          25        (47)
                                                   --------      -------    -------
                                                    (17,961)      (5,054)    (4,442)
                                                   --------      -------    -------
     Net loss..................................    $(17,222)     $(4,623)   $(2,723)
                                                   ========      =======    =======
</TABLE>

 
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-27

<PAGE>   232
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
              CONSOLIDATED STATEMENTS OF SHAREHOLDER'S INVESTMENT
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                    COMMON    PAID-IN    ACCUMULATED
                                    STOCK     CAPITAL      DEFICIT       TOTAL
                                    ------    -------    -----------    --------
<S>                                 <C>       <C>        <C>            <C>
BALANCE, December 31, 1995........    $--     $ 1,500     $   (529)     $    971
  Capital contributions...........    --        4,400           --         4,400
  Net loss........................    --           --       (2,723)       (2,723)
                                      --      -------     --------      --------
BALANCE, December 31, 1996........    --        5,900       (3,252)        2,648
  Net loss........................    --           --       (4,623)       (4,623)
                                      --      -------     --------      --------
BALANCE, December 31, 1997........    --        5,900       (7,875)       (1,975)
  Capital contributions...........    --       10,800           --        10,800
  Net loss........................    --           --      (17,222)      (17,222)
                                      --      -------     --------      --------
BALANCE, December 23, 1998........    $--     $16,700     $(25,097)     $ (8,397)
                                      ==      =======     ========      ========
</TABLE>

 
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-28

<PAGE>   233
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                          PERIOD FROM
                                                          JANUARY 1,          YEAR ENDED
                                                         1998, THROUGH        DECEMBER 31
                                                         DECEMBER 23,     -------------------
                                                             1998          1997        1996
                                                         -------------    -------    --------
<S>                                                      <C>              <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.............................................    $ (17,222)     $(4,623)   $ (2,723)
  Adjustments to reconcile net loss to net cash
    provided by operating activities --
    Depreciation and amortization......................       16,864        6,103       4,593
    Loss on sale of cable television system............           --        1,363          --
    Amortization of debt issuance costs, debt discount
      and interest rate cap agreements.................          267          123          --
    (Gain) loss on disposal of property, plant and
      equipment........................................          (14)         130          --
    Changes in assets and liabilities, net of effects
      from acquisitions --
      Receivables, net.................................           10         (227)          6
      Prepaid expenses and other.......................         (125)          18         312
      Accounts payable and accrued expenses............       16,927          894       3,615
      Payables to manager of cable television
         systems.......................................        5,288         (153)        160
      Other operating activities.......................          569           --          --
                                                           ---------      -------    --------
      Net cash provided by operating activities........       22,564        3,628       5,963
                                                           ---------      -------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment...........      (15,364)      (7,880)     (5,894)
  Payments for acquisitions, net of cash acquired......     (167,484)          --     (34,069)
  Proceeds from sale of cable television system........           --       12,528          --
  Other investing activities...........................         (486)          --          64
                                                           ---------      -------    --------
      Net cash provided by (used in) investing
         activities....................................     (183,334)       4,648     (39,899)
                                                           ---------      -------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings of long-term debt.........................      217,500        5,100      31,375
  Repayments of long-term debt.........................      (60,200)     (13,375)     (1,000)
  Capital contributions................................        7,000           --       4,400
  Payment of debt issuance costs.......................       (3,487)         (12)       (638)
                                                           ---------      -------    --------
      Net cash provided by (used in) financing
         activities....................................      160,813       (8,287)     34,137
                                                           ---------      -------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...           43          (11)        201
CASH AND CASH EQUIVALENTS, beginning of period.........          626          637         436
                                                           ---------      -------    --------
CASH AND CASH EQUIVALENTS, end of period...............    $     669      $   626    $    637
                                                           =========      =======    ========
CASH PAID FOR INTEREST.................................    $   7,679      $ 3,303    $  2,798
                                                           =========      =======    ========
</TABLE>

 
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-29

<PAGE>   234
 
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
ORGANIZATION AND BASIS OF PRESENTATION
 
     Charter Communications Holdings, LLC (Charter Holdings), a Delaware limited
liability company, was formed in February 1999 as a wholly owned subsidiary of
Charter Investment, Inc. (Charter), formerly Charter Communications, Inc.
Charter, through its wholly owned cable television operating subsidiary, Charter
Communications Properties, LLC (CCP), commenced operations with the acquisition
of a cable television system on September 30, 1995.
 
     Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter for an aggregate purchase price of
$211 million, excluding $214 million in debt assumed (the "Paul Allen
Transaction"). In conjunction with the Paul Allen Transaction, Charter acquired
100% of the interest it did not already own in CharterComm Holdings, LLC
(CharterComm Holdings) and CCA Group (comprised of CCA Holdings Corp., CCT
Holdings Corp. and Charter Communications Long Beach Inc.), all cable television
operating companies, for $2.0 billion, excluding $1.8 billion in debt assumed
from unrelated third parties for fair value. Charter previously managed and
owned minority interests in these companies. These acquisitions were accounted
for using the purchase method of accounting, and accordingly results of
operations of CarterComm Holdings and CCA Group are included in the financial
statements of Charter Holdings from the date of acquisition. In February 1999,
Charter transferred all of its cable television operating subsidiaries to a
wholly owned subsidiary of Charter Holdings, Charter Communications Operating,
LLC (Charter Operating). The transfer was accounted for as a reorganization of
entities under common control similar to a pooling of interests.
 
     The accompanying financial statements include the accounts of CCP,
Charter's wholly owned cable operating subsidiary, representing the financial
statements of Charter Holdings and subsidiaries (the Company) for all periods
presented. The accounts of CharterComm Holdings and CCA Group are not included
since these companies were not owned and controlled by Charter prior to December
23, 1998.
 
     As a result of the change in ownership of CCP, CharterComm Holdings and CCA
Group, Charter Holdings has applied push-down accounting in the preparation of
the consolidated financial statements effective December 23, 1998. Accordingly,
the financial statements of Charter Holdings for periods ended on or before
December 23, 1998, are presented on a different cost basis than the financial
statements for the periods after December 23, 1998 (not presented herein), and
are not comparable.
 
CASH EQUIVALENTS
 
     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.
 
                                      F-30

<PAGE>   235
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installations. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement and betterments are capitalized.
 
     Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:
 

<TABLE>
<S>                                                           <C>
Cable distribution systems................................    3-15 years
Buildings and leasehold improvements......................    5-15 years
Vehicles and equipment....................................     3-5 years
</TABLE>

 
     In 1997, the Company shortened the useful lives from 10 years to 5 years of
certain plant and equipment included in cable distribution systems associated
with costs of new customer installations. As a result, additional depreciation
of $550 was recorded during 1997. The estimated useful lives were shortened to
be more reflective of average customer lives.
 
FRANCHISES
 
     Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Costs relating to unsuccessful
franchise applications are charged to expense when it is determined that the
efforts to obtain the franchise will not be successful. Franchise rights
acquired through the purchase of cable television systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. The period of 15 years is management's best
estimate of the useful lives of the franchises and assumes substantially all of
those franchises that expire during the period will be renewed by the Company.
 
IMPAIRMENT OF ASSETS
 
     If facts and circumstances suggest that a long-lived asset may be impaired,
the carrying value is reviewed. If a review indicates that the carrying value of
such asset is not recoverable based on projected undiscounted cash flows related
to the asset over its remaining life, the carrying value of such asset is
reduced to its estimated fair value.
 
REVENUES
 
     Cable television revenues from basic and premium services are recognized
when the related services are provided.
 
     Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1997, no installation revenue has
been deferred, as direct selling costs have exceeded installation revenue.
 
                                      F-31

<PAGE>   236
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Fees collected from programmers to guarantee carriage are deferred and
amortized to income over the life of the contracts. Local governmental
authorities impose franchise fees on the Company ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Company's customers and are periodically remitted to local
franchises. Franchise fees collected and paid are reported as revenues.
 
INTEREST RATE HEDGE AGREEMENTS
 
     The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain debt agreements. Interest rate swaps,
caps and collars are accounted for as hedges of debt obligations, and
accordingly, the net settlement amounts are recorded as adjustments to interest
expense in the period incurred. Premiums paid for interest rate caps are
deferred, included in other assets, and are amortized over the original term of
the interest rate agreement as an adjustment to interest expense.
 
     The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating fixed rate debt.
Interest rate caps and collars are entered into by the Company to reduce the
impact of rising interest rates on floating rate debt.
 
     The Company's participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designed for hedging purposes and
are not held or issued for speculative purposes.
 
INCOME TAXES
 
     The Company files a consolidated income tax return with Charter. Income
taxes are allocated to the Company in accordance with the tax-sharing agreement
between the Company and Charter.
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
2.  ACQUISITIONS:
 
     In 1998, the Company acquired cable television systems for an aggregate
purchase price, net of cash acquired, of $228,400, comprising $167,500 in cash
and $60,900 in a note payable to Seller. The excess of cost of properties
acquired over the amounts assigned to net tangible assets at the date of
acquisition was $207,600 and is included in franchises.
 
     In 1996, the Company acquired cable television systems for an aggregate
purchase price, net of cash acquired, of $34,100. The excess of the cost of
properties acquired over
 
                                      F-32

<PAGE>   237
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the amounts assigned to net tangible assets at the date of acquisition was
$24,300 and is included in franchises.
 
     The above acquisitions were accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of acquisition. The
purchase prices were allocated to tangible and intangible assets based on
estimated fair values at the acquisition dates.
 
     Unaudited pro forma operating results as though the acquisition discussed
above, excluding the Paul Allen Transaction, had occurred on January 1, 1997,
with adjustments to give effect to amortization of franchises, interest expense
and certain other adjustments are as follows:
 

<TABLE>
<CAPTION>
                                                       PERIOD FROM
                                                    JANUARY 1, 1998,
                                                         THROUGH         YEAR ENDED
                                                    DECEMBER 23, 1998       1997
                                                    -----------------    ----------
                                                              (UNAUDITED)
<S>                                                 <C>                  <C>
Revenues..........................................      $ 67,007          $ 63,909
Loss from operations..............................        (7,097)           (7,382)
Net loss..........................................       (24,058)          (26,099)
</TABLE>

 
     The unaudited pro forma information has been presented for comparative
purposes and does not purport to be indicative of the results of operations had
these transactions been completed as of the assumed date or which may be
obtained in the future.
 
3.  SALE OF FT. HOOD SYSTEM:
 
     In February 1997, the Company sold the net assets of the Ft. Hood system,
which served customers in Texas, for an aggregate sales price of approximately
$12,500. The sale of the Ft. Hood system resulted in a loss of $1,363, which is
included in operating costs in the accompanying statement of operations for the
year ended December 31, 1997.
 
4.  PROPERTY, PLANT AND EQUIPMENT:
 
     Property, plant and equipment consists of the following at December 31,
1997:
 

<TABLE>
<S>                                                             <C>
Cable distribution systems..................................    $29,061
Land, buildings and leasehold improvements..................        447
Vehicles and equipment......................................      1,744
                                                                -------
                                                                 31,252
Less- Accumulated depreciation..............................     (5,722)
                                                                -------
                                                                $25,530
                                                                =======
</TABLE>

 
     For the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996, depreciation expense was $6,249, $3,898
and $2,371, respectively.
 
                                      F-33

<PAGE>   238
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
5.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
 
     Accounts payable and accrued expenses consist of the following at December
31, 1997:
 

<TABLE>
<S>                                                             <C>
Accrued interest............................................    $  292
Capital expenditures........................................       562
Franchise fees..............................................       426
Programming costs...........................................       398
Accounts payable............................................       298
Other.......................................................     1,106
                                                                ------
                                                                $3,082
                                                                ======
</TABLE>

 
6.  LONG-TERM DEBT:
 
     The Company maintained a revolving credit agreement (the "Old Credit
Agreement") with a consortium of banks for borrowings up to $47,500, of which
$41,500 was outstanding at December 31, 1997. In 1997, the Credit Agreement was
amended to reflect the impact of the sale of a cable television system. The debt
bears interest, at the Company's option, at rates based on the prime rate of the
Bank of Montreal (the agent bank), or LIBOR, plus the applicable margin based
upon the Company's leverage ratio at the time of the borrowings. The variable
interest rates ranged from 7.44% to 7.63% at December 31, 1997.
 
     In May 1998, the Company entered into a credit agreement (the "CCP Credit
Agreement"), which provides for two term loan facilities, one with the principal
amount of $60,000 that matures on June 30, 2006, and the other with the
principal amount of $80,000 that matures on June 30, 2007. The CCP Credit
Agreement also provides for a $90,000 revolving credit facility with a maturity
date of June 30, 2006. Amounts under the CCP Credit Agreement bear interest at
the LIBOR Rate or Base Rate, as defined, plus a margin of up to 2.88%.
 
     Commencing March 31, 1999, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility shall be reduced on an
annual basis by 3.5% in 1999, 7.0% in 2000, 9.0% in 2001, 10.5% in 2002 and
16.5% in 2003. Commencing March 31, 2000, and at the end of each quarter
thereafter, available borrowings under the term loan shall be reduced on an
annual basis by 6.0% in 2000, 8.0% in 2001, 11.0% in 2002 and 16.5% in 2003.
Commencing March 31, 2000, and at the end of each quarter thereafter, available
borrowings under the other term loan shall be reduced on an annual basis by 1.0%
in 2000, 1.0% in 2001, 1.0% in 2002 and 1.0% in 2003.
 
     The credit agreement requires the Company and/or its subsidiaries to comply
with various financial and other covenants, including the maintenance of certain
operating and financial ratios. This agreement also contains substantial
limitations on, or prohibitions of, distributions, additional indebtedness,
liens, asset sales and certain other items.
 
                                      F-34

<PAGE>   239
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
7.  NOTE PAYABLE TO RELATED PARTY:
 
     As of December 31, 1997, the Company holds a promissory note payable to CCT
Holdings Corp., a company managed by Charter and acquired by Charter effective
December 23, 1998. The promissory note bears interest at the rates paid by CCT
Holdings Corp. on a note payable to a third party. Principal and interest are
due on September 29, 2005.
 
8.  FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
     A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:
 

<TABLE>
<CAPTION>
                                                   CARRYING    NOTIONAL     FAIR
                                                    VALUE       AMOUNT      VALUE
                                                   --------    --------    -------
<S>                                                <C>         <C>         <C>
Debt
CCP Credit Agreement.............................  $41,500     $    --     $41,500
Interest Rate Hedge Agreements
Caps.............................................       --      15,000          --
Collars..........................................       --      20,000         (74)
</TABLE>

 
     As the long-term debt under the credit agreements bears interest at current
market rates, its carrying amount approximates market value at December 31,
1997.
 
     The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.
 
     The fair value of interest rate hedge agreements generally reflects the
estimated amounts that the Company would receive or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.
 
     Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. The Company has
policies regarding the financial stability and credit standing of major
counterparties. Nonperformance by the counterparties is not anticipated nor
would it have a material adverse effect on the Company's financial position or
results of operations.
 
9.  INCOME TAXES:
 
     At December 31, 1997, the Company had net operating loss carryforwards of
$9,594, which if not used to reduce taxable income in future periods, expire in
the years 2010 through 2012. As of December 31, 1997, the Company's deferred
income tax assets were offset by valuation allowances and deferred income tax
liabilities resulting primarily from differences in accounting for depreciation
and amortization.
 
                                      F-35

<PAGE>   240
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
10.  RELATED-PARTY TRANSACTIONS:
 
     Charter provides management services to the Company including centralized
customer billing services, data processing and related support, benefits
administration and coordination of insurance coverage and self-insurance
programs for medical, dental and workers' compensation claims. Certain costs for
services are billed and charged directly to the Company's operating subsidiaries
and are included in operating costs. These billings are determined based on the
number of basic customers. Such costs totaled $437, $220 and $131, respectively
for the period from January 1, 1998, through December 23, 1998, and the years
ended December 31, 1997 and 1996. All other costs incurred by Charter on behalf
of the Company are expensed in the accompanying financial statements and are
included in corporate expense allocations -- related party. The cost of these
services is allocated based on the number of basic customers. Management
considers these allocations to be reasonable for the operations of the Company.
 
     Charter utilizes a combination of excess insurance coverage and
self-insurance programs for its medical, dental and workers' compensation
claims. Charges are made to Charter Holdings as determined by independent
actuaries, at the present value of the actuarially computed present and future
liabilities for such benefits. Medical coverage provides for $2,435 aggregate
stop loss protection and a loss limitation of $100 per person per year. Workers'
compensation coverage provides for $800 aggregate stop loss protection and a
loss limitation of $150 per person per year.
 
The Company is charged a management fee based on percentages of revenues as
stipulated in the management agreement between Charter and the Company. For the
period from January 1, 1998, through December 23, 1998, and the years ended
December 31, 1997 and 1996, the management fee charged to the Company
approximated the corporate expenses incurred by Charter on behalf of the
Company. Management fees currently payable of $114 are included in payables to
manager of cable television systems -- related party as of December 31, 1997.
 
11.  COMMITMENTS AND CONTINGENCIES:
 
LEASES
 
     The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, and for the years ended December 31,
1997 and 1996, were $278, $130 and $91, respectively.
 
     The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
period from January 1, 1998, through December 23, 1998, and for the years ended
December 31, 1997 and 1996, was $421, $271 and $174, respectively.
 
LITIGATION
 
     The Company is a party to lawsuits that arose in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome
 
                                      F-36

<PAGE>   241
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
of these lawsuits will not have a material adverse effect on the Company's
financial position or results of operations.
 
REGULATION IN THE CABLE TELEVISION INDUSTRY
 
     The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act" and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. Legislation
and regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.
 
     The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established rate regulations.
 
     The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 31,
1998, the amount refunded by the Company has been insignificant. The Company may
be required to refund additional amounts in the future.
 
     The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company is unable to justify its basic rates. The Company
is unable to estimate at this time the amount of refunds, if any, that may be
payable by the Company in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Company does not believe that the amount of any such refunds would have a
material adverse effect on the financial position or results of operations of
the Company.
 
     The 1996 Telecom Act, among other things, immediately deregulated the rates
for certain small cable operators and in certain limited circumstances rates on
the basic service tier, and as of March 31, 1999, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company cannot predict the ultimate effect of the 1996 Telecom Act on
the Company's financial position or results of operations.
 
     The FCC may further restrict the ability of cable television operators to
implement rate increases or the United States Congress may enact legislation
that could delay or
 
                                      F-37

<PAGE>   242
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
suspend the scheduled March 1999 termination of CPST rate regulation. This
continued rate regulation, if adopted, could limit the rates charged by the
Company.
 
     A number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. State governmental agencies are
required to follow FCC rules when prescribing rate regulation, and thus, state
regulation of cable television rates is not allowed to be more restrictive than
the federal or local regulation. The Company is subject to state regulation in
Connecticut.
 
12.  EMPLOYEE BENEFIT PLAN:
 
401(k) PLAN
 
     The Company's employees may participate in the Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 15% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Company contributes an amount equal to 50% of the first 5% of contributions by
each employee. The Company contributed $74, $29 and $22 for the period from
January 1, 1998, through December 23, 1998, and for the years ended December 31,
1997 and 1996, respectively.
 
APPRECIATION RIGHTS PLAN
 
     Certain employees of Charter participate in the 1995 Charter
Communications, Inc. Appreciation Rights Plan (the "Plan"). The Plan permits
Charter to grant 1,500,000 units to certain key employees, of which 1,251,500
were outstanding at December 31, 1997. Units received by an employee vest at a
rate of 20% per year, unless otherwise provided in the participant's
Appreciation Rights Unit Agreement. The appreciation rights entitle the
participants to receive payment, upon termination or change in control of
Charter, of the excess of the unit value over the base value (defined as the
appreciation value) for each vested unit. The unit value is based on Charter's
adjusted equity, as defined in the Plan. Deferred compensation expense recorded
by Charter is based on the appreciation value since the grant date and is being
amortized over the vesting period.
 
     As a result of the acquisition of Charter by Paul G. Allen, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. The cost of this plan was allocated to the Company based on
the number of basic customers. Management considers this allocation to be
reasonable for the operations of the Company. For the period January 1, 1998,
through December 23, 1998, the Company expensed $3,800, included in corporate
expense allocation, for the cost of this plan.
 
                                      F-38

<PAGE>   243
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
13.  PARENT COMPANY ONLY FINANCIAL STATEMENTS
 
     As a result of the limitations on and prohibitions of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to Charter Holdings, the parent company. Charter
Holdings (parent company only) financial statements are presented below.
 
           CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
 
                                 BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                                  1997
                                                              ------------
<S>                                                           <C>
LIABILITIES
INVESTMENT IN CHARTER OPERATING.............................    $(1,975)
                                                                =======
SHAREHOLDER'S INVESTMENT
Common Stock................................................    $    --
Paid-in-capital.............................................      5,900
Accumulated deficit.........................................     (7,875)
                                                                -------
                                                                $(1,975)
                                                                =======
</TABLE>

 
           CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
 
                            STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                   PERIOD FROM           YEAR ENDED
                                                 JANUARY 1, 1998        DECEMBER 31
                                                     THROUGH         ------------------
                                                DECEMBER 23, 1998     1997       1996
                                                -----------------    -------    -------
<S>                                             <C>                  <C>        <C>
EQUITY IN LOSS OF CHARTER OPERATING...........      $(17,222)        $(4,623)   $(2,723)
                                                    --------         -------    -------
  Net loss....................................      $(17,222)        $(4,623)   $(2,723)
                                                    ========         =======    =======
</TABLE>

 
                                      F-39

<PAGE>   244
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
           CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
 
                     STATEMENT OF SHAREHOLDER'S INVESTMENT
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                         COMMON    PAID-IN    ACCUMULATED
                                         STOCK     CAPITAL      DEFICIT       TOTAL
                                         ------    -------    -----------    --------
<S>                                      <C>       <C>        <C>            <C>
BALANCE, December 31, 1995.............    $--     $ 1,500     $   (529)     $    971
  Capital Contribution.................    --        4,400           --         4,400
  Net loss                                 --           --       (2,723)       (2,723)
                                           --      -------     --------      --------
BALANCE, December 31, 1996.............    --        5,900       (3,252)        2,648
  Net loss.............................    --           --       (4,623)       (4,623)
                                           --      -------     --------      --------
BALANCE, December 31, 1997.............    --        5,900       (7,875)       (1,975)
  Capital Contribution.................    --       10,800           --        10,800
  Net loss.............................    --           --      (17,222)      (17,222)
                                           --      -------     --------      --------
BALANCE, December 23, 1998.............    $--     $16,700     $(25,097)     $ (8,397)
                                           ==      =======     ========      ========
</TABLE>

 
     The investment in Charter Operating is accounted for on the equity method.
No statement of cash flows has been presented as Charter Holdings (parent
company only) had no cash flow activity.
 
14.  ACCOUNTING STANDARD NOT YET IMPLEMENTED:
 
     In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999. The Company has
not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings
(loss).
 
                                      F-40

<PAGE>   245
 

                          INDEPENDENT AUDITORS' REPORT
 
The Members
Marcus Cable Holdings, LLC:
 
     We have audited the accompanying consolidated balance sheets of Marcus
Cable Holdings, LLC and subsidiaries as of December 31, 1998 and 1997 and the
related consolidated statements of operations, members' equity/partners' capital
and cash flows for each of the years in the three-year period ended December 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Marcus Cable
Holdings, LLC and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.
 
                                              /s/ KPMG LLP
 
Dallas, Texas
February 19, 1999

  (except for the fourth and seventh paragraphs of Note 1
  which are as of August 25, 1999 and April 7, 1999, respectively)
 
                                      F-41

<PAGE>   246
 
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                            ------------------------
                                                               1998          1997
                                                               ----          ----
<S>                                                         <C>           <C>
ASSETS
----------------------------------------------------------------------
Current assets:
  Cash and cash equivalents...............................  $      813    $    1,607
  Accounts receivable, net of allowance of $1,800 in 1998
     and $1,904 in 1997...................................      16,055        23,935
  Prepaid expenses and other..............................       6,094         2,105
                                                            ----------    ----------
          Total current assets............................      22,962        27,647
Investment in cable television systems:
  Property, plant and equipment...........................     741,021       706,626
  Franchises..............................................     783,742       945,125
  Noncompetition agreements...............................       4,425         6,770
Other assets..............................................      52,928        64,300
                                                            ----------    ----------
                                                            $1,605,078    $1,750,468
                                                            ==========    ==========
LIABILITIES AND MEMBERS' EQUITY/PARTNERS' CAPITAL
----------------------------------------------------------------------
Current liabilities:
  Current maturities of long-term debt....................  $   77,500    $   67,499
  Accrued liabilities.....................................      66,985        68,754
                                                            ----------    ----------
          Total current liabilities.......................     144,485       136,253
Long-term debt............................................   1,354,919     1,531,927
Other long-term liabilities...............................       1,390         2,261
Members' equity/partners' capital.........................     104,284        80,027
                                                            ----------    ----------
                                                            $1,605,078    $1,750,468
                                                            ==========    ==========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-42

<PAGE>   247
 
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                 -----------------------------------
                                                   1998         1997         1996
                                                 ---------    ---------    ---------
<S>                                              <C>          <C>          <C>
Revenues:
  Cable services.............................    $ 499,265    $ 473,701    $ 432,172
  Management fees -- related party...........          555        5,614        2,335
                                                 ---------    ---------    ---------
          Total revenues.....................      499,820      479,315      434,507
                                                 ---------    ---------    ---------
Operating expenses:
  Selling, service and system management.....      193,725      176,515      157,197
  General and
     administrative..........................       77,913       72,351       73,017
  Transaction and severance costs............      135,379           --           --
  Management fees -- related party...........        3,341           --           --
  Depreciation and amortization..............      215,789      188,471      166,429
                                                 ---------    ---------    ---------
          Total operating expenses...........      626,147      437,337      396,643
                                                 ---------    ---------    ---------
          Operating income (loss)............     (126,327)      41,978       37,864
                                                 ---------    ---------    ---------
Other (income) expense:
  Interest expense...........................      159,985      151,207      144,376
  Gain on sale of assets.....................     (201,278)          --       (6,442)
                                                 ---------    ---------    ---------
          Total other (income) expense.......      (41,293)     151,207      137,934
                                                 ---------    ---------    ---------
          Loss before extraordinary
            item.............................      (85,034)    (109,229)    (100,070)
Extraordinary item -- loss on early
  retirement of debt.........................       (9,059)          --           --
                                                 ---------    ---------    ---------
          Net loss...........................    $ (94,093)   $(109,229)   $(100,070)
                                                 =========    =========    =========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-43

<PAGE>   248
 
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY/PARTNERS' CAPITAL
                                 (IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                        MARCUS
                                           CLASS B       CABLE
                               GENERAL     LIMITED    PROPERTIES,     VULCAN
                               PARTNERS   PARTNERS      L.L.C.      CABLE, INC.     TOTAL
                               --------   --------    -----------   -----------     -----
<S>                            <C>        <C>         <C>           <C>           <C>
Balance at December 31,
  1995.......................  $(21,396)  $ 310,722          --            --     $ 289,326
  Net loss...................      (200)    (99,870)         --            --      (100,070)
                               --------   ---------    --------      --------     ---------
Balance at December 31,
  1996.......................   (21,596)    210,852          --            --       189,256
  Net loss...................      (218)   (109,011)         --            --      (109,229)
                               --------   ---------    --------      --------     ---------
Balance at December 31,
  1997.......................   (21,814)    101,841          --            --        80,027
  Net loss -- January 1, 1998
     to April 22, 1998.......      (224)   (111,838)         --            --      (112,062)
  Capital contributions......        --          --          --       118,350       118,350
  Reorganization of limited
     partnership to limited
     liability company.......    22,038       9,997     (22,038)       (9,997)           --
  Net income -- April 23,
     1998 to December 31,
     1998....................        --          --         683        17,286        17,969
                               --------   ---------    --------      --------     ---------
Balance at December 31,
  1998.......................  $     --   $      --    $(21,355)     $125,639     $ 104,284
                               ========   =========    ========      ========     =========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-44

<PAGE>   249
 
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                              -----------------------------------
                                                                1998         1997         1996
                                                                ----         ----         ----
<S>                                                           <C>          <C>          <C>
Cash flows from operating activities:
  Net loss..................................................  $ (94,093)   $(109,229)   $(100,070)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Extraordinary item -- loss on early retirement of
     debt...................................................      9,059           --           --
    Gain on sale of assets..................................   (201,278)          --       (6,442)
    Depreciation and amortization...........................    215,789      188,471      166,429
    Non cash interest expense...............................     82,416       72,657       63,278
    Changes in assets and liabilities, net of working
     capital adjustments for acquisitions:
      Accounts receivable, net..............................      7,880       (6,439)         (70)
      Prepaid expenses and other............................     (4,017)          95         (574)
      Other assets..........................................        413         (385)        (502)
      Accrued liabilities...................................     (1,769)       9,132       (3,063)
                                                              ---------    ---------    ---------
         Net cash provided by operating activities:.........     14,400      154,302      118,986
                                                              ---------    ---------    ---------
Cash flows from investing activities:
  Acquisition of cable systems..............................    (57,500)     (53,812)     (10,272)
  Proceeds from sale of assets, net of cash acquired and
    selling costs...........................................    401,432           --       20,638
  Additions to property, plant and equipment................   (224,723)    (197,275)    (110,639)
  Other.....................................................       (689)          --           --
                                                              ---------    ---------    ---------
         Net cash provided by (used in) investing
           activities:......................................    118,520     (251,087)    (100,273)
                                                              ---------    ---------    ---------
Cash flows from financing activities:
  Borrowings under Senior Credit Facility...................    217,750      226,000       65,000
  Repayments under Senior Credit Facility...................   (359,500)    (131,250)     (95,000)
  Repayments of notes and debentures........................   (109,344)          --           --
  Payment of debt issuance costs............................        (99)      (1,725)          --
  Cash contributed by member................................    118,350           --           --
  Payments on other long-term liabilities...................       (871)        (667)         (88)
                                                              ---------    ---------    ---------
         Net cash provided by (used in) financing
           activities.......................................   (133,714)      92,358      (30,088)
                                                              ---------    ---------    ---------
Net decrease in cash and cash equivalents...................       (794)      (4,427)     (11,375)
Cash and cash equivalents at the beginning of the period....      1,607        6,034       17,409
                                                              ---------    ---------    ---------
Cash and cash equivalents at the end of the period..........  $     813    $   1,607    $   6,034
                                                              =========    =========    =========
Supplemental disclosure of cash flow information:
  Interest paid.............................................  $  81,765    $  81,155    $  83,473
                                                              =========    =========    =========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-45

<PAGE>   250
 
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
 
(1) ORGANIZATION AND BASIS OF PRESENTATION
 
     Marcus Cable Holdings, LLC ("MCHLLC"), a Delaware limited liability
company, was formed in February 1999 as parent of Marcus Cable Company, L.L.C.
("MCCLLC"), formerly Marcus Cable Company, L.P. ("MCCLP"). MCCLP was formed as a
Delaware limited partnership and was converted to a Delaware limited liability
company on June 9, 1998 (see Note 3). MCHLLC and its subsidiaries (collectively,
the "Company") derive their primary source of revenues by providing various
levels of cable television programming and services to residential and business
customers. The Company's operations are conducted through Marcus Cable Operating
Company, L.L.C. ("MCOC"), a wholly-owned subsidiary of the Company. The Company
operates its cable television systems primarily in Texas, Wisconsin, Indiana,
California and Alabama.
 
     The accompanying consolidated financial statements include the accounts of
MCHLLC, which is the predecessor of MCCLLC, and its subsidiary limited liability
companies and corporations. All significant intercompany accounts and
transactions have been eliminated in consolidation.
 
     On April 23, 1998, Vulcan Cable, Inc. and Paul G. Allen (collectively
referred to as "Vulcan") acquired all of the outstanding limited partnership
interests and substantially all of the general partner interest in MCCLP for
cash payments of $1,392,000 ("the Vulcan Acquisition"). Under the terms of the
purchase agreement, the owner of the remaining 0.6% general partner interest in
the Company (the "Minority Interest"), which represents 100% of the voting
control of the Company, could cause Vulcan to purchase the 0.6% general partner
interest under certain conditions, or Vulcan could cause the Minority Interest
to sell its interest to Vulcan under certain conditions, at a fair value of not
less than $8,000.
 
     The accompanying consolidated financial statements do not reflect the
application of purchase accounting for the Vulcan Acquisition because the
Securities and Exchange Commission staff challenged such accounting treatment
since, as of December 31, 1998, Vulcan had not acquired voting control of the
Company. On March 31, 1999, Vulcan acquired voting control of the Company by its
acquisition of the Minority Interest for cash consideration.
 
     In connection with the Vulcan Acquisition, the Company incurred transaction
costs of approximately $119,345, comprised primarily of $90,200 of compensation
paid to employees of the Company by Vulcan in settlement of specially designated
Class B units in MCCLP ("EUnit") granted in past periods by the general partner
of MCCLP, and $24,000 of transaction fees paid to certain equity partners for
investment banking services. These transaction costs have been included in the
accompanying consolidated statement of operations for the year ended December
31, 1998.
 
     Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter Communications, Inc. ("Charter").
Beginning in October 1998, Charter managed the operations of the Company.
 
     In March 1999, Charter transferred all of its cable television operating
subsidiaries to a subsidiary, Charter Communications Holdings, LLC (Charter
Holdings) in connection with the issuance of Senior Notes and Senior Discount
Notes totaling $3.6 billion. These
                                      F-46

<PAGE>   251
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
operating subsidiaries were then transferred to Charter Communications
Operating, LLC ("Charter Operating"). On April 7, 1999, the cable operations of
the Company were transferred to Charter Operating subsequent to the purchase by
Paul G. Allen of the Minority Interest.
 
     As a result of the Vulcan Acquisition, the Company recognized severance and
stay-on bonus compensation of $16,034, which is included in Transaction and
Severance Costs in the accompanying statement of operations for the year ended
December 31, 1998. As of December 31, 1998, 35 employees and officers of the
Company had been terminated and $13,634 had been paid under severance and bonus
arrangements. By March 31, 1999, an additional 50 employees will be terminated.
The remaining balance of $2,400 is to be paid by April 30, 1999 and an
additional $400 in stay-on bonuses will be recorded as compensation in 1999 as
the related services are provided.
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  (a) CASH EQUIVALENTS
 
     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1998
and 1997, cash equivalents consist of certificates of deposit and money market
funds. These investments are carried at cost which approximates market value.
 
  (b) PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installation. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for maintenance and repairs are charged to
expense as incurred and equipment replacements and betterments are capitalized.
 
     Depreciation is provided by the straight-line method over the estimated
useful lives of the related assets as follows:
 

<TABLE>
<S>                                      <C>
Cable distribution systems.............  3-10 years
Buildings and leasehold improvements...  5-15 years
Vehicles and equipment.................   3-5 years
</TABLE>

 
  (c) FRANCHISES
 
     Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the estimated lives of the franchises. Costs relating to
unsuccessful franchise applications are charged to expense when it is determined
that the efforts to obtain the franchise will not be successful. Franchise
rights acquired through the purchase of cable television systems represent
management's estimate of fair value and are amortized using the straight-line
method over a period of 15 years. The period of 15 years is management's best
estimate of the useful lives of the franchises and assumes substantially all of
those franchises that expire during the period will be renewed by the Company.
Accumulated amortization was $317,335 and $264,600 at December 31, 1998 and
1997, respectively.
 
                                      F-47

<PAGE>   252
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  (d) NONCOMPETITION AGREEMENTS
 
     Noncompetition agreements are amortized using the straight-line method over
the term of the respective agreements. Accumulated amortization was $20,267 and
$19,144 at December 31, 1998 and 1997, respectively.
 
  (e) OTHER ASSETS
 
     Debt issuance costs are amortized to interest expense over the term of the
related debt. Going concern value of acquired cable systems is amortized using
the straight-line method over a period up to 10 years.
 
  (f) IMPAIRMENT OF ASSETS
 
     If facts and circumstances suggest that a long-lived asset may be impaired,
the carrying value is reviewed. If a review indicates that the carrying value of
such asset is not recoverable based on projected undiscounted cash flows related
to the asset over its remaining life, the carrying value of such asset is
reduced to its estimated fair value.
 
  (g) REVENUES
 
     Cable television revenues from basic and premium services are recognized
when the related services are provided.
 
     Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable television system. As of December 31, 1998 and 1997, no installation
revenue has been deferred, as direct selling costs exceeded installation
revenue.
 
     Management fee revenues are recognized concurrently with the recognition of
revenues by the managed cable television system, or as a specified monthly
amount as stipulated in the management agreement. Incentive management fee
revenue is recognized upon performance of specified actions as stipulated in the
management agreement.
 
  (h) INCOME TAXES
 
     Income taxes are the responsibility of the individual members and are not
provided for in the accompanying financial statements. The Company's subsidiary
corporations are subject to federal income tax but have had no operations and
therefore, no taxable income since inception.
 
  (i) INTEREST RATE HEDGE AGREEMENTS
 
     The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain of its debt agreements. Interest rate
swaps and caps are accounted for as hedges of debt obligations, and accordingly,
the net settlement amounts are recorded as adjustments to interest expense in
the period incurred.
 
     The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating thereby creating fixed
rate debt. Interest
 
                                      F-48

<PAGE>   253
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
rate caps are entered into by the Company to reduce the impact of rising
interest rates on floating rate debt.
 
     The Company's participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designed for hedging purposes and
are not held or issued for speculative purposes.
 
  (j) USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
  (k) ACCOUNTING STANDARD NOT IMPLEMENTED
 
     In June 1998, the Financial Accounting Standards Boards adopted Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities. SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value and that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133, as amended by SFAS No.
137, is effective for fiscal years beginning after June 15, 2000. The Company
has not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility of earnings
(loss).
 
(3) CAPITAL STRUCTURE
 
  PARTNERS' CAPITAL
 
  (a) CLASSES OF PARTNERSHIP INTERESTS
 
     The MCCLP partnership agreement (the "Partnership Agreement") provided for
Class B Units and Convertible Preference Units. Class B Units consisted of
General Partner Units ("GP Units") and Limited Partner Units ("LP Units"). To
the extent that GP Units had the right to vote, GP Units voted as Class B Units
together with Class B LP Units. Voting rights of Class B LP Units were limited
to items specified under the Partnership Agreement. Prior to the dissolution of
the Partnership on June 9, 1998, there were 18,848.19 GP Units and 294,937.67
Class B LP Units outstanding.
 
     The Partnership Agreement also provided for the issuance of a class of
Convertible Preference Units. These units were entitled to a general
distribution preference over the Class B LP Units and were convertible into
Class B LP Units. The Convertible Preference
 
                                      F-49

<PAGE>   254
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Units could vote together with Class B Units as a single class, and the voting
percentage of each Convertible Preference Unit, at a given time, was based on
the number of Class B LP Units into which such Convertible Preference Unit is
then convertible. MCCLP had issued 7,500 Convertible Preference Units with a
distribution preference and conversion price of two thousand dollars per unit.
 
     The Partnership Agreement permitted the General Partner, at its sole
discretion, to issue up to 31,517 Employee Units (classified as Class B Units)
to key individuals providing services to the Company. Employee Units were not
entitled to distributions until such time as all units have received certain
distributions as calculated under provisions of the Partnership Agreement
("subordinated thresholds"). At December 31, 1997 28,033.20 Employee Units were
outstanding with a subordinated threshold ranging from $1,600 to $1,750 per unit
(per unit amounts in whole numbers). In connection with the Vulcan Acquisition,
the amount paid to EUnit holders of $90,200 was recognized as Transaction and
Severance Costs in the year ended December 31, 1998.
 
  (b) ALLOCATION OF INCOME AND LOSS TO PARTNERS
 
     MCCLP incurred losses from inception. Losses were allocated as follows:
 
     (1) First, among the partners whose capital accounts exceed their
unreturned capital contributions in proportion to such excesses until each such
partner's capital account equals its unreturned capital contribution; and
 
     (2) Next, to the holders of Class B Units in accordance with their
unreturned capital contribution percentages.
 
     The General Partner was allocated a minimum of 0.2% to 1% of income or loss
at all times, depending on the level of capital contributions made by the
partners.
 
  MEMBERS' EQUITY
 
     Upon completion of the Vulcan Acquisition, Vulcan collectively owned 99.4%
of MCCLP through direct ownership of all LP Units and through 80% ownership of
Marcus Cable Properties, Inc. ("MCPI"), the general partner of Marcus Cable
Properties, L.P. ("MCPLP"), the general partner of MCCLP. The Minority Interest
owned the voting common stock, or the remaining 20% of MCPI. In July 1998,
Vulcan contributed $20,000 in cash to the Company relating to certain employee
severance arrangements.
 
     On June 9, 1998, MCCLP was converted into a Delaware limited liability
company with two members: Vulcan Cable, Inc., with 96.2% ownership, and Marcus
Cable Properties, L.L.C. ("MCPLLC") (formerly MCPLP), with 3.8% ownership.
Vulcan Cable, Inc. owns approximately 25.6% and MCPI owns approximately 74.4% of
MCPLLC, with Vulcan's interest in MCPI unchanged. As there was no change in
ownership interests, the historical partners' capital balances at June 9, 1998
were transferred to and became the initial equity of MCCLLC, and thus the
accompanying statement of members' equity has been presented as if the
conversion of MCCLP into MCCLLC occurred on April 23, 1998, the date of the
Vulcan Acquisition (see Note 1).
 
                                      F-50

<PAGE>   255
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     As of December 31, 1998, MCCLLC has 100 issued and outstanding membership
units. Income and losses of MCCLLC are allocated to the members in accordance
with their ownership interests. Members are not personally liable for
obligations of MCCLLC.
 
(4) ACQUISITIONS AND DISPOSITIONS
 
     In 1998, the Company acquired cable television systems in the Birmingham,
Alabama area for a purchase price of $57,500. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets and
noncompetition agreements as of the date of acquisition was approximately
$44,603 and is included in franchises.
 
     Additionally, in 1998, the Company completed the sale of certain cable
television systems for an aggregate net sales price of $401,432, resulting in a
total gain of $201,278.
 
     In 1997, the Company acquired cable television systems in the Dallas-Ft.
Worth, Texas area for a purchase price of $35,263. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets as of the
date of acquisition was $15,098 and is included in franchises.
 
     Additionally, in July 1997, the Company completed an exchange of cable
television systems in Indiana and Wisconsin. According to the terms of the trade
agreement, in addition to the contribution of its systems, the Company paid
$18,549.
 
     In 1996, the Company acquired cable television systems in three separate
transactions for an aggregate purchase price of $10,272. The excess of the cost
of properties acquired over the amounts assigned to net tangible assets as of
the date of acquisition was $4,861 and is included in franchises.
 
     Additionally, in 1996, the Company completed the sale of cable television
systems in Washington, D.C. for a sale price of $20,638. The sale resulted in a
gain of $6,442.
 
     The above acquisitions were accounted for using the purchase method of
accounting and, accordingly, results of operations of the acquired assets have
been included in the accompanying consolidated financial statements from the
dates of acquisition. The purchase prices were allocated to tangible and
intangible assets based on estimated fair market values at the dates of
acquisition. The cable system trade discussed above was accounted for as a
nonmonetary exchange and, accordingly, the additional cash contribution was
allocated to tangible and intangible assets based on recorded amounts of the
nonmonetary assets relinquished.
 
     Unaudited pro forma operating results as though 1998 and 1997 acquisitions
and divestitures discussed above had occurred on January 1, 1997, with
adjustments to give effect to amortization of franchises, interest expense and
certain other adjustments are as follows for the years ended December 31, 1998
and 1997:
 

<TABLE>
<CAPTION>
                                               1998         1997
                                               ----         ----
                                                  (UNAUDITED)
<S>                                          <C>          <C>
Revenues...................................  $ 444,738    $ 421,665
Operating income (loss)....................   (148,472)       9,064
Net loss...................................   (150,841)    (142,143)
</TABLE>

 
                                      F-51

<PAGE>   256
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(5) PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment consists of the following at December 31:
 

<TABLE>
<CAPTION>
                                                1998         1997
                                                ----         ----
<S>                                          <C>           <C>
Cable distribution systems.................     996,804    $ 878,721
Vehicles and other.........................      40,243       37,943
Land and buildings.........................      18,861       17,271
                                             ----------    ---------
                                              1,055,908      933,935
Accumulated depreciation...................    (314,887)    (227,309)
                                             ----------    ---------
                                             $  741,021    $ 706,626
                                             ==========    =========
</TABLE>

 
     Depreciation expense for the years ended December 31, 1998, 1997 and 1996
was $129,663, $96,220, and $72,281, respectively.
 
(6) OTHER ASSETS
 
     Other assets consist of the following at December 31, 1998 and 1997:
 

<TABLE>
<CAPTION>
                                                  1998       1997
                                                 -------    -------
<S>                                              <C>        <C>
Debt issuance costs............................  $41,079    $45,225
Going concern value............................   37,274     37,274
Other..........................................      677      1,090
                                                 -------    -------
                                                  79,030     83,589
Accumulated amortization.......................  (26,102)   (19,289)
                                                 -------    -------
                                                 $52,928    $64,300
                                                 =======    =======
</TABLE>

 
(7) ACCRUED LIABILITIES
 
     Accrued liabilities consist of the following at December 31, 1998 and 1997:
 

<TABLE>
<CAPTION>
                                                  1998       1997
                                                 -------    -------
<S>                                              <C>        <C>
Accrued operating liabilities..................  $26,334    $27,923
Accrued programming costs......................    9,539      9,704
Accrued franchise fees.........................    8,907     10,131
Accrued property taxes.........................    4,586      5,125
Accrued interest...............................    3,752      7,949
Other accrued liabilities......................   13,867      7,922
                                                 -------    -------
                                                 $66,985    $68,754
                                                 =======    =======
</TABLE>

 
(8) LONG-TERM DEBT
 
     The Company has outstanding the following borrowings on long-term debt
arrangements at December 31, 1998 and 1997:
 

<TABLE>
<CAPTION>
                                               1998          1997
                                            ----------    ----------
<S>                                         <C>           <C>
Senior Credit Facility....................  $  808,000    $  949,750
13 1/2% Senior Subordinated Discount
  Notes...................................     383,236       336,304
14 1/4% Senior Discount Notes.............     241,183       213,372
11 7/8% Senior Debentures.................          --       100,000
                                            ----------    ----------
                                             1,432,419     1,599,426
Less current maturities...................      77,500        67,499
                                            ----------    ----------
                                            $1,354,919    $1,531,927
                                            ==========    ==========
</TABLE>

 
                                      F-52

<PAGE>   257
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Company, through MCOC, maintains a senior credit facility ("Senior
Credit Facility"), which provides for two term loan facilities, one with a
principal amount of $490,000 that matures on December 31, 2002 ("Tranche A") and
the other with a principal amount of $300,000 million that matures on April 30,
2004 ("Tranche B"). The Senior Credit Facility provides for scheduled
amortization of the two term loan facilities which began in September 1997. The
Senior Credit Facility also provides for a $360,000 revolving credit facility
("Revolving Credit Facility"), with a maturity date of December 31, 2002.
Amounts outstanding under the Senior Credit Facility bear interest at either
the: i) Eurodollar rate, ii) prime rate, or iii) CD base rate or Federal Funds
rate, plus a margin of up to 2.25%, which is subject to certain quarterly
adjustments based on the ratio of MCOC's total debt to annualized operating cash
flow, as defined. The variable interest rates ranged from 6.23% to 7.75% and
5.97% to 8.00% at December 23, 1998, and December 31, 1997, respectively. A
quarterly commitment fee ranging from 0.250% to 0.375% per annum is payable on
the unused commitment under the Senior Credit Facility.
 
     On October 16, 1998, the Company entered into an agreement to amend its
Senior Credit Facility. The amendment provides for, among other items, a
reduction in the permitted leverage and cash flow ratios, a reduction in the
interest rate charge under the Senior Credit Facility and a change in the
restriction related to the use of cash proceeds from asset sales to allow such
proceeds to be used to redeem the 11 7/8% Senior Debentures.
 
     In 1995, the Company issued $299,228 of 14 1/4% Senior Discount Notes due
December 15, 2005 (the "14 1/4% Notes") for net proceeds of $150,003. The
14 1/4% Notes are unsecured and rank pari passu to the 11 7/8% Debentures
(defined below). The 14 1/4% Notes are redeemable at the option of MCHLLC at
amounts decreasing from 107% to 100% of par beginning on June 15, 2000. No
interest is payable until December 15, 2000. Thereafter interest is payable
semi-annually until maturity. The discount on the 14 1/4% Notes is being
accreted using the effective interest method. The unamortized discount was
$85,856 at December 31, 1997.
 
     In 1994, the Company, through MCOC, issued $413,461 face amount of 13 1/2%
Senior Subordinated Discount Notes due August 1, 2004 (the "13 1/2% Notes") for
net proceeds of $215,000. The 13 1/2% Notes are unsecured, are guaranteed by
MCHLLC and are redeemable, at the option of MCOC, at amounts decreasing from
105% to 100% of par beginning on August 1, 1999. No interest is payable on the
13 1/2% Notes until February 1, 2000. Thereafter, interest is payable
semi-annually until maturity. The discount on the 13 1/2% Notes is being
accreted using the effective interest method. The unamortized discount was
$77,157 at December 31, 1997.
 
     In 1993, the Company issued $100,000 principal amount of 11 7/8% Senior
Debentures due October 1, 2005 (the "11 7/8% Debentures"). The 11 7/8%
Debentures were unsecured and were redeemable at the option of the Company on or
after October 1, 1998 at amounts decreasing from 105.9% to 100% of par at
October 1, 2002, plus accrued interest, to the date of redemption. Interest on
the 11 7/8% Debentures was payable semi-annually each April 1 and October 1
until maturity.
 
     On July 1, 1998, $4,500 face amount of the 14 1/4% Notes and $500 face
amount of the 11 7/8% Notes were tendered for gross tender payments of $3,472
and $520 respectively. The payments resulted in a gain on the retirement of the
debt of $753. On December 11,
 
                                      F-53

<PAGE>   258
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
1998, the 11 7/8% Notes were redeemed for a gross payment of $107,668, including
accrued interest. The redemption resulted in a loss on the retirement of the
debt of $9,059.
 
     The 14 1/4% Notes, 13 1/2% Notes, 11 7/8% Debentures and Senior Credit
Facility are all unsecured and require the Company and/or its subsidiaries to
comply with various financial and other covenants, including the maintenance of
certain operating and financial ratios. These debt instruments also contain
substantial limitations on, or prohibitions of, distributions, additional
indebtedness, liens, asset sales and certain other items.
 
(9) FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     The carrying and fair values of the Company's significant financial
instruments as of December 31, 1998 and 1997 are as follows:
 

<TABLE>
<CAPTION>
                                                  1998                  1997
                                           -------------------   -------------------
                                           CARRYING     FAIR     CARRYING     FAIR
                                            VALUE      VALUE      VALUE      VALUE
                                           --------    -----     --------    -----
<S>                                        <C>        <C>        <C>        <C>
Senior Credit Facility...................  $808,000   $808,000   $949,750   $949,750
13 1/2% Notes............................   383,236    418,629    336,304    381,418
14 1/4% Notes............................   241,183    279,992    213,372    258,084
11 7/8% Debentures.......................        --         --    100,000    108,500
</TABLE>

 
     The carrying amount of the Senior Credit Facility approximates fair value
as the outstanding borrowings bear interest at market rates. The fair values of
the 14 1/4% Notes, 13 1/2% Notes, and 11 7/8% Debentures, are based on quoted
market prices. The Company had interest rate swap agreements covering a notional
amount of $500,000 at December 31, 1998 and 1997. The fair value of such swap
agreements was ($5,761) at December 31, 1998.
 
     The weighted average interest pay rate for the interest rate swap
agreements was 5.7% at December 31, 1998, and 1997. Certain of these agreements
allow for optional extension by the counterparty or for automatic extension in
the event that one month LIBOR exceeds a stipulated rate on any monthly reset
date. Approximately $100,000 notional amount included in the $500,000 notional
amount described above is also modified by an interest rate cap agreement which
resets monthly.
 
     The notional amounts of the interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.
 
     The fair values of the interest rate hedge agreements generally reflect the
estimated amounts that the Company would receive or (pay) (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.
 
     Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's Senior Credit Facility thereby reducing the exposure
to credit loss. The Company has policies regarding the financial stability and
credit standing of the major counterparties.
 
                                      F-54

<PAGE>   259
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Nonperformance by the counterparties is not anticipated nor would it have a
material adverse effect on the Company's consolidated financial position or
results of operations.
 
(10) RELATED PARTY TRANSACTIONS
 
     The Company and Charter entered into a management agreement on October 6,
1998 whereby Charter began to manage the day-to-day operations of the Company.
In consideration for the management consulting services provided by Charter,
Marcus pays Charter an annual fee equal to 3% of the gross revenues of the cable
system operations, plus expenses. From October 6, 1998 to December 31, 1998,
management fees under this agreement were $3,341.
 
     Prior to the consummation of the Vulcan Acquisition, affiliates of Goldman
Sachs owned limited partnership interests in MCCLP. Maryland Cable Partners,
L.P. ("Maryland Cable"), which was controlled by an affiliate of Goldman Sachs,
owned the Maryland Cable systems. MCOC managed the Maryland Cable systems under
the Maryland Cable Agreement. Pursuant to such agreement, MCOC earned a
management fee equal to 4.7% of the revenues of Maryland Cable.
 
     Effective January 31, 1997, Maryland Cable was sold to a third party.
Pursuant to the Maryland Cable Agreement, MCOC recognized incentive management
fees of $5,069 during the twelve months ended December 31, 1997 in conjunction
with the sale. Although MCOC is no longer involved in the active management of
the Maryland Cable systems, MCOC has entered into an agreement with Maryland
Cable to oversee the activities, if any, of Maryland Cable through the
liquidation of the partnership. Pursuant to such agreement, MCOC earns a nominal
monthly fee. During the year ended December 31, 1998, MCOC earned total
management fees of $555. Including the incentive management fees noted above,
during the years ended December 31, 1997 and 1996, MCOC earned total management
fees of $5,614 and $2,335, respectively.
 
(11) EMPLOYEE BENEFIT PLAN
 
     The Company sponsors a 401(k) plan for its employees whereby employees that
qualify for participation under the plan can contribute up to 15% of their
salary, on a before tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service. The Company matches participant
contributions up to a maximum of 2% of a participant's salary. For the years
ended December 31, 1998, 1997 and 1996, the Company made contributions to the
plan of $765, $761 and $480, respectively.
 
(12) COMMITMENTS AND CONTINGENCIES
 
  LEASES
 
     The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the years ended
December 31, 1998, 1997 and 1996 were $3,394, $3,230, and $2,767, respectively.
The Company also rents utility poles in its operations. Generally, pole rentals
are cancelable on short notice, but the Company anticipates that such rentals
will recur. Rent expense for pole attachments for the years ended December 31,
1998, 1997 and 1996 were $4,081, $4,314, and $4,008, respectively.
 
                                      F-55

<PAGE>   260
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  REGULATION IN THE CABLE TELEVISION INDUSTRY
 
     The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act" and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. Legislation
and regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.
 
     The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established rate regulations.
 
     The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 23,
1998, the amount returned by the Company has been insignificant. The Company may
be required to refund additional amounts in the future.
 
     The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company is unable to justify its basic rates. The Company
is unable to estimate at this time the amount of refunds, if any, that may be
payable by the Company in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Company does not believe that the amount of any such refunds would have a
material adverse effect on the financial position or results of operations of
the Company.
 
     The 1996 Telecom Act, among other things, immediately deregulated the rates
for certain small cable operators and in certain limited circumstances rates on
the basic service tier, and as of March 31, 1999, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company cannot predict the ultimate effect of the 1996 Telecom Act on
the Company's financial position or results of operations.
 
     The FCC may further restrict the ability of cable television operators to
implement rate increases or the United States Congress may enact legislation
that could delay or suspend the scheduled March 1999 termination of CPST rate
regulation. This continued rate regulation, if adopted, could limit the rates
charged by the Company.
 
     A number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to
 
                                      F-56

<PAGE>   261
                  MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
that of a public utility. State governmental agencies are required to follow FCC
rules when prescribing rate regulation, and thus, state regulation of cable
television rates is not allowed to be more restrictive than the federal or local
regulation.
 
  LITIGATION
 
     In Alabama, Indiana, Texas and Wisconsin, customers have filed punitive
class action lawsuits on behalf of all person residing in those respective
states who are or were potential customers of the Company's cable television
service, and who have been charged a processing fee for delinquent payment of
their cable bill. The actions challenge the legality of the processing fee and
seek declaratory judgment, injunctive relief and unspecified damages. In Alabama
and Wisconsin, the Company has entered into joint speculation and case
management orders with attorneys for plaintiffs. A Motion to Dismiss is pending
in Indiana. The Company intends to vigorously defend the actions. At this stage
of the actions, the Company is not able to project the expenses of defending the
actions or the potential outcome of the actions, including the impact on the
consolidated financial position or results of operations.
 
     The Company is also party to lawsuits which are generally incidental to its
business. In the opinion of management, after consulting with legal counsel, the
outcome of these lawsuits will not have a material adverse effect on the
Company's consolidated financial position or results of operations.
 
(13) SUBSEQUENT EVENT (UNAUDITED)
 
     In March 1999, concurrent with the issuance of Senior Notes and Senior
Discount Notes, the combined company (Charter and the Company, see note 1)
extinguished all long-term debt, excluding borrowings of Charter and the Company
under their respective credit agreements, and refinanced all existing credit
agreements at various subsidiaries of the Company and Charter with a new credit
agreement entered into by a wholly owned subsidiary of the combined company.
 
                                      F-57

<PAGE>   262
 
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To CCA Group:
 
     We have audited the accompanying combined balance sheet of CCA Holdings
Corp., CCT Holdings Corp. and Charter Communications Long Beach, Inc.
(collectively CCA Group) and subsidiaries as of December 31, 1997, and the
related combined statements of operations, shareholders' deficit and cash flows
for the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996. These combined financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of CCA Group and
subsidiaries as of December 31, 1997, and the combined results of their
operations and their cash flows for the period from January 1, 1998, through
December 23, 1998, and for the years ended December 31, 1997 and 1996, in
conformity with generally accepted accounting principles.
 
/s/ ARTHUR ANDERSEN LLP
 
St. Louis, Missouri,
  February 5, 1999

 
                                      F-58

<PAGE>   263
 
                                   CCA GROUP
 
                  COMBINED BALANCE SHEET -- DECEMBER 31, 1997
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<S>                                                           <C>
                                 ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $    4,501
  Accounts receivable, net of allowance for doubtful
     accounts of $926.......................................       9,407
  Prepaid expenses and other................................       1,988
  Deferred income tax asset.................................       5,915
                                                              ----------
          Total current assets..............................      21,811
                                                              ----------
RECEIVABLE FROM RELATED PARTY, including accrued interest...      13,090
                                                              ----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment.............................     352,860
  Franchises, net of accumulated amortization of $132,871...     806,451
                                                              ----------
                                                               1,159,311
                                                              ----------
OTHER ASSETS................................................      13,731
                                                              ----------
                                                              $1,207,943
                                                              ==========
                 LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Current maturities of long-term debt......................  $   25,625
  Accounts payable and accrued expenses.....................      48,554
  Payables to manager of cable television systems -- related
     party..................................................       1,975
                                                              ----------
          Total current liabilities.........................      76,154
                                                              ----------
DEFERRED REVENUE............................................       1,882
                                                              ----------
DEFERRED INCOME TAXES.......................................     117,278
                                                              ----------
LONG-TERM DEBT, less current maturities.....................     758,795
                                                              ----------
DEFERRED MANAGEMENT FEES....................................       4,291
                                                              ----------
NOTES PAYABLE, including accrued interest...................     348,202

                                                              ----------
SHAREHOLDERS' DEFICIT:
  Common stock..............................................           1
  Additional paid-in capital................................     128,499
  Accumulated deficit.......................................    (227,159)
                                                              ----------
          Total shareholders' deficit.......................     (98,659)
                                                              ----------
                                                              $1,207,943
                                                              ==========
</TABLE>

 
   The accompanying notes are an integral part of these combined statements.
 
                                      F-59

<PAGE>   264
 
                                   CCA GROUP
 
                       COMBINED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                  PERIOD FROM
                                                   JANUARY 1,
                                                     1998,             YEAR ENDED
                                                    THROUGH           DECEMBER 31
                                                  DECEMBER 23,    --------------------
                                                      1998          1997        1996
                                                  ------------      ----        ----
<S>                                               <C>             <C>         <C>
REVENUES........................................   $ 324,432      $289,697    $233,392
                                                   ---------      --------    --------
EXPENSES:
  Operating costs...............................     135,705       122,917     102,977
  General and administrative....................      28,440        26,400      18,687
  Depreciation and amortization.................     136,689       116,080      96,547
  Management fees -- related parties............      17,392        11,414       8,634
                                                   ---------      --------    --------
                                                     318,226       276,811     226,845
                                                   ---------      --------    --------
     Income from operations.....................       6,206        12,886       6,547
                                                   ---------      --------    --------
OTHER INCOME (EXPENSE):
  Interest income...............................       4,962         2,043       1,883
  Interest expense..............................    (113,824)     (108,122)    (88,999)
  Other, net....................................        (294)          171      (2,504)
                                                   ---------      --------    --------
                                                    (109,156)     (105,908)    (89,620)
                                                   ---------      --------    --------
     Net loss...................................   $(102,950)     $(93,022)   $(83,073)
                                                   =========      ========    ========
</TABLE>

 
   The accompanying notes are an integral part of these combined statements.
 
                                      F-60

<PAGE>   265
 
                                   CCA GROUP
 
                  COMBINED STATEMENTS OF SHAREHOLDERS' DEFICIT
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                 ADDITIONAL
                                       COMMON     PAID-IN      ACCUMULATED
                                       STOCK      CAPITAL        DEFICIT        TOTAL
                                       ------    ----------    -----------      -----
<S>                                    <C>       <C>           <C>            <C>
BALANCE, December 31, 1995...........   $ 1       $ 99,999      $ (51,064)    $  48,936
  Net loss...........................    --             --        (83,073)      (83,073)
                                        ---       --------      ---------     ---------
BALANCE, December 31, 1996...........     1         99,999       (134,137)      (34,137)
  Capital contributions..............    --         28,500             --        28,500
  Net loss...........................    --             --        (93,022)      (93,022)
                                        ---       --------      ---------     ---------
BALANCE, December 31, 1997...........     1        128,499       (227,159)      (98,659)
  Capital contributions..............    --          5,684             --         5,684
  Net loss...........................    --             --       (102,950)     (102,950)
                                        ---       --------      ---------     ---------
BALANCE, December 23, 1998...........   $ 1       $134,183      $(330,109)    $(195,925)
                                        ===       ========      =========     =========
</TABLE>

 
   The accompanying notes are an integral part of these combined statements.
 
                                      F-61

<PAGE>   266
 
                                   CCA GROUP
 
                       COMBINED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                          PERIOD FROM
                                                           JANUARY 1,
                                                             1998,             YEAR ENDED
                                                            THROUGH            DECEMBER 31
                                                          DECEMBER 23,    ---------------------
                                                              1998          1997        1996
                                                          ------------      ----        ----
<S>                                                       <C>             <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..............................................   $(102,950)     $(93,022)   $ (83,073)
  Adjustments to reconcile net loss to net cash provided
     by operating activities --
     Depreciation and amortization......................     136,689       116,080       96,547
     Amortization of debt issuance costs and non cash
       interest cost....................................      44,701        49,107       39,927
     (Gain) loss on sale of property, plant and
       equipment........................................         511          (156)       1,257
     Changes in assets and liabilities, net of effects
       from acquisitions --
       Accounts receivable, net.........................       4,779           222       (1,393)
       Prepaid expenses and other.......................         243          (175)         216
       Accounts payable and accrued expenses............       3,849         8,797        3,855
       Payables to manager of cable television systems,
          including deferred management fees............       3,485           784          448
       Deferred revenue.................................       1,336           559         (236)
       Other operating activities.......................       5,583        (3,207)       1,372
                                                           ---------      --------    ---------
       Net cash provided by operating activities........      98,226        78,989       58,920
                                                           ---------      --------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment............     (95,060)      (82,551)     (56,073)
  Payments for acquisitions, net of cash acquired.......          --      (147,187)    (122,017)
  Other investing activities............................      (2,898)       (1,296)          54
                                                           ---------      --------    ---------
     Net cash used in investing activities..............     (97,958)     (231,034)    (178,036)
                                                           ---------      --------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings of long-term debt..........................     300,400       162,000      127,000
  Repayments of long-term debt..........................     (64,120)      (39,580)     (13,100)
  Payments of debt issuance costs.......................      (8,442)       (3,360)      (3,126)
  Repayments under notes payable........................    (230,994)           --           --
  Capital contributions.................................          --        28,500           --
                                                           ---------      --------    ---------
     Net cash provided by (used in) financing
       activities.......................................      (3,156)      147,560      110,774
                                                           ---------      --------    ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS...............      (2,888)       (4,485)      (8,342)
CASH AND CASH EQUIVALENTS, beginning of period..........       4,501         8,986       17,328
                                                           ---------      --------    ---------
CASH AND CASH EQUIVALENTS, end of period................   $   1,613      $  4,501    $   8,986
                                                           =========      ========    =========
CASH PAID FOR INTEREST..................................   $ 179,781      $ 49,687    $  51,434
                                                           =========      ========    =========
</TABLE>

 
   The accompanying notes are an integral part of these combined statements.
 
                                      F-62

<PAGE>   267
 
                                   CCA GROUP
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
  ORGANIZATION AND BASIS OF PRESENTATION
 
     CCA Group consists of CCA Holdings Corp. (CCA Holdings), CCT Holdings Corp.
(CCT Holdings) and Charter Communications Long Beach, Inc. (CC-LB), all Delaware
corporations (collectively referred to as "CCA Group" or the "Company") and
their subsidiaries. The combined financial statements of each of these companies
have been combined by virtue of their common ownership and management. All
material intercompany transactions and balances have been eliminated.
 
     CCA Holdings commenced operations in January 1995 in connection with
consummation of the Crown Transaction (as defined below). The accompanying
financial statements include the accounts of CCA Holdings; its wholly-owned
subsidiary, CCA Acquisition Corp. (CAC); CAC's wholly-owned subsidiary, Cencom
Cable Entertainment, Inc. (CCE); and Charter Communications Entertainment I,
L.P. (CCE-I), which is controlled by CAC through its general partnership
interest. Through December 23, 1998, CCA Holdings was approximately 85% owned by
Kelso Investment Associates V, L.P., an investment fund, together with an
affiliate (collectively referred to as "Kelso" herein) and certain other
individuals and approximately 15% by Charter Communications, Inc. (Charter),
manager of CCE-I's cable television systems.
 
     CCT Holdings was formed on January 6, 1995. CCT Holdings commenced
operations in September 1995 in connection with consummation of the Gaylord
Transaction (as defined below). The accompanying financial statements include
the accounts of CCT Holdings and Charter Communications Entertainment II, L.P.
(CCE-II), which is controlled by CCT Holdings through its general partnership
interest. Through December 23, 1998, CCT Holdings was owned approximately 85% by
Kelso and certain other individuals and approximately 15% by Charter, manager of
CCE-II's cable television systems.
 
     In January 1995, CAC completed the acquisition of certain cable television
systems from Crown Media, Inc. (Crown), a subsidiary of Hallmark Cards,
Incorporated (Hallmark) (the "Crown Transaction"). On September 29, 1995, CAC
and CCT Holdings entered into an Asset Exchange Agreement whereby CAC exchanged
a 1% undivided interest in all of its assets for a 1.22% undivided interest in
certain assets to be acquired by CCT Holdings from an affiliate of Gaylord
Entertainment Company, Inc. (Gaylord). Effective September 30, 1995, CCT
Holdings acquired certain cable television systems from Gaylord (the "Gaylord
Transaction"). Upon execution of the Asset Purchase Agreement, CAC and CCT
Holdings entered into a series of agreements to contribute the assets acquired
under the Crown Transaction to CCE-I and certain assets acquired in the Gaylord
acquisition to CCE-II. Collectively, CCA Holdings and CCT Holdings own 100% of
CCE-I and CCE-II.
 
     CC-LB was acquired by Kelso and Charter in May 1997. The accompanying
financial statements include the accounts of CC-LB and its wholly owned
subsidiary, Long Beach Acquisition Corp. (LBAC) from the date of acquisition.
Through December 23, 1998, CC-LB was owned approximately 85% by Kelso and
certain other individuals and approximately 15% by Charter, manager of LBAC's
cable television systems.
 
                                      F-63

<PAGE>   268
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Effective December 23, 1998, Paul G. Allen acquired 94% of Charter through
a series of transactions. In conjunction with Mr. Allen's acquisition, Charter
acquired 100% of the outstanding stock of CCA Holdings, CCT Holdings and CC-LB
on December 23, 1998.
 
     In 1998, CCE-I provided cable television service to customers in
Connecticut, Illinois, Massachusetts, Missouri and New Hampshire, CCE-II
provided cable television service to customers in California and LBAC provided
cable television service to customers in Long Beach, California, and certain
surrounding areas.
 
  CASH EQUIVALENTS
 
     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.
 
  PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable television
transmission and distribution facilities, and the cost of new customer
installation. The costs of disconnecting a residence are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement costs and betterments are
capitalized.
 
     Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:
 

<TABLE>
<S>                                                      <C>
Cable distribution systems...........................    3-15 years
Buildings and leasehold improvements.................    5-15 years
Vehicles and equipment...............................     3-5 years
</TABLE>

 
In 1997, the Company shortened the estimated useful lives of certain property,
plant and equipment for depreciation purposes. As a result, additional
depreciation of $8,123 was recorded during 1997.
 
  FRANCHISES
 
     Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Costs relating to unsuccessful
franchise applications are charged to expense when it is determined that the
efforts to obtain the franchise will not be successful. Franchise rights
acquired through the purchase of cable television systems represent management's
estimate of fair value and are amortized using the straight-line method over 15
years.
 
  OTHER ASSETS
 
     Debt issuance costs are amortized to interest expense over the term of the
related debt. The interest rate cap costs are being amortized over the terms of
the agreement, which approximates three years.
 
                                      F-64

<PAGE>   269
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
  INCOME TAXES
 
     Income taxes are recorded in accordance with SFAS No. 109, "Accounting for
Income Taxes."
 
  USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
2.  ACQUISITIONS:
 
     In 1997, CC-LB acquired the stock of LBAC for an aggregate purchase price,
net of cash acquired, of $147,200. In connection with the completion of this
acquisition, LBAC recorded $55,900 of deferred income tax liabilities resulting
from differences between the financial reporting and tax basis of certain assets
acquired. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $190,200 and is
included in franchises.
 
     In 1996, the Company acquired cable television systems in three separate
transactions for an aggregate purchase price, net of cash acquired, of $122,000.
The excess of the cost of properties acquired over the amounts assigned to net
tangible assets at the dates of acquisition was $100,200 and is included in
franchises.
 
     The above acquisitions were accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of the acquisitions.
 
     Unaudited pro forma operating results for the 1997 acquisitions as though
the acquisitions had been made on January 1, 1997, with pro forma adjustments to
give effect to amortization of franchises, interest expense and certain other
adjustments as follows:
 

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                        DECEMBER 31,
                                                            1997
                                                         (UNAUDITED)
                                                        -------------
<S>                                                     <C>
Revenues............................................      $303,797
Income from operations..............................        14,108
Net loss............................................       (94,853)
</TABLE>

 
     The unaudited pro forma information has been presented for comparative
purposes and does not purport to be indicative of the results of operations had
these transactions been completed as of the assumed date or which may be
obtained in the future.
 
3.  RECEIVABLE FROM RELATED PARTY:
 
     In connection with the transfer of certain assets acquired in the Gaylord
Transaction to Charter Communications Properties, Inc. (CCP), Charter
Communications Properties Holding Corp. (CCP Holdings), the parent of CCP and a
wholly owned subsidiary of Charter, entered into a $9,447 promissory note with
CCT Holdings. The promissory note
 
                                      F-65

<PAGE>   270
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
bears interest at the rates paid by CCT Holdings on the Gaylord Seller Note.
Principal and interest are due on September 29, 2005. Interest income has been
accrued based on an average rate of interest over the life of the Gaylord Seller
Note, which approximates 15.4% and totaled $1,899 for the period from January 1,
1998, through December 23, 1998, and $1,806 and $1,547 for the years ended
December 31, 1997 and 1996, respectively. As of December 31, 1997, interest
receivable totaled $3,643.
 
4.  PROPERTY, PLANT AND EQUIPMENT:
 
     Property, plant and equipment consists of the following at December 31,
1997:
 

<TABLE>
<S>                                                       <C>
Cable distribution systems............................    $ 426,241
Land, buildings and leasehold improvements............       15,443
Vehicles and equipment................................       24,375
                                                          ---------
                                                            466,059
Less -- Accumulated depreciation......................     (113,199)
                                                          ---------
                                                          $ 352,860
                                                          =========
</TABLE>

 
     Depreciation expense for the period from January 1, 1998, through December
23, 1998, and for the years ended December 31, 1997 and 1996, was $72,914,
$59,599 and $39,575, respectively.
 
5.  OTHER ASSETS:
 
     Other assets consists of the following at December 31, 1997:
 

<TABLE>
<S>                                                         <C>
Debt issuance costs.....................................    $13,416
Note receivable.........................................      2,100
Other...................................................      1,342
                                                            -------
                                                             16,858
Less -- Accumulated amortization........................     (3,127)
                                                            -------
                                                            $13,731
                                                            =======
</TABLE>

 
6.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
 
     Accounts payable and accrued expenses consist of the following at December
31, 1997:
 

<TABLE>
<S>                                                         <C>
Accrued interest........................................    $ 8,389
Franchise fees..........................................      6,434
Programming expenses....................................      5,855
Accounts payable........................................      4,734
Public education and governmental costs.................      4,059
Salaries and related benefits...........................      3,977
Capital expenditures....................................      3,629
Other...................................................     11,477
                                                            -------
                                                            $48,554
                                                            =======
</TABLE>

 
                                      F-66

<PAGE>   271
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
7.  LONG-TERM DEBT:
 
     Long-term debt consists of the following at December 31, 1997:
 

<TABLE>
<S>                                                        <C>
CCE-I:
  Term loans.............................................  $274,120
  Fund loans.............................................    85,000
  Revolving credit facility..............................   103,800
                                                           --------
                                                            462,920
                                                           --------
CCE-II:
  Term loans.............................................   105,000
  Revolving credit facility..............................   123,500
                                                           --------
                                                            228,500
                                                           --------
LBAC:
  Term loans.............................................    85,000
  Revolving credit facility..............................     8,000
                                                           --------
                                                             93,000
                                                           --------
          Total debt.....................................   784,420
Less -- Current maturities...............................   (25,625)
                                                           --------
          Total long-term debt...........................  $758,795
                                                           ========
</TABLE>

 
  CCE-I CREDIT AGREEMENT
 
     CCE-I maintains a credit agreement (the "CCE-I Credit Agreement"), which
provides for a $280,000 term loan that matures on September 30, 2006, an $85,000
fund loan that matures on March 31, 2007, and a $175,000 revolving credit
facility with a maturity date of September 30, 2006. Amounts under the CCE-I
Credit Agreement bear interest at either the LIBOR Rate or Base Rate, as
defined, plus a margin of up to 2.75%. The variable interest rate ranged from
6.88% to 8.06% at December 23, 1998, and from 7.63% to 8.50% and 7.63% to 8.38%
at December 31, 1997 and 1996, respectively.
 
     Commencing June 30, 2002, and at the end of each calendar quarter
thereafter, available borrowings under the revolving credit facility and the
term loan shall be reduced on an annual basis by 12.0% in 2002 and 15.0% in
2003. Commencing June 30, 2002, and at the end of each calendar quarter
thereafter, the available borrowings for the fund loan shall be reduced on an
annual basis by 0.75% in 2002 and 1.0% in 2003. A quarterly commitment fee of
between 0.375% and 0.5% per annum is payable on the unborrowed balance of the
revolving credit facility.
 
  COMBINED CREDIT AGREEMENT
 
     CCE-II and LBAC maintain a credit agreement (the "Combined Credit
Agreement") which provides for two term loan facilities, one with the principal
amount of $100,000 that matures on March 31, 2005, and the other with the
principal amount of $90,000 that matures on March 31, 2006. The Combined Credit
Agreement also provides for a $185,000 revolving credit facility, with a
maturity date of March 31, 2005. Amounts under the Combined Credit Agreement
bear interest at either the LIBOR Rate or Base
 
                                      F-67

<PAGE>   272
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
Rate, as defined, plus a margin of up to 2.5%. The variable interest rate ranged
from 6.56% to 7.59% at December 23, 1998, and from 7.50% to 8.38% at December
31, 1997, respectively.
 
     Commencing March 31, 2001, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility and one term loan shall
be reduced on an annual basis by 5.0% in 2001, 15.0% in 2002 and 18.0% in 2003.
Commencing in December 31, 1999, and at the end of each quarter thereafter,
available borrowings under the other term loan shall be reduced on annual basis
by 0.5% in 1999, 0.8% in 2000, 1.0% in 2001, 1.0% in 2002 and 1.0% in 2003. A
quarterly commitment fee of between 0.25% and 0.375% per annum, based upon the
intercompany indebtedness of the Company, is payable on the unborrowed balance
of the revolving credit facility.
 
  CCE CREDIT AGREEMENT
 
     In October 1998, Charter Communications Entertainment, L.P. (CCE L.P.), a
98% direct and indirect owner of CCE-I and CCE-II and indirectly owned
subsidiary of the Company, entered into a credit agreement (the "CCE L.P. Credit
Agreement") which provides for a term loan facility with the principal amount of
$130,000 that matures on September 30, 2007. Amounts under the CCE L.P. Credit
Agreement bear interest at the LIBOR Rate or Base Rate, as defined, plus a
margin of up to 3.25%. The variable interest rate at December 23, 1998, was
8.62%.
 
     Commencing June 30, 2002, and the end of each calendar quarter thereafter,
the available borrowings for the term loan shall be reduced on an annual basis
by 0.75% in 2002 and 1.0% in 2003.
 
  CCE-II HOLDINGS CREDIT AGREEMENT
 
     CCE-II Holdings, LLC (CCE-II Holdings), a wholly owned subsidiary of CCE
L.P. and the parent of CCE-II, entered into a credit agreement (the "CCE-II
Holdings Credit Agreement") in November 1998, which provides for a term loan
facility with the principal amount of $95,000 that matures on September 30,
2006. Amounts under the CCE-II Holdings Credit Agreement bear interest at either
the LIBOR Rate or Base Rate, as defined, plus a margin of up to 3.25%. The
variable rate at December 23, 1998, was 8.56%.
 
     Commencing June 30, 2002, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility and one term loan shall
be reduced on an annual basis by 0.5% in 2002 and 1.0% in 2003.
 
     The credit agreements require the Company to comply with various financial
and nonfinancial covenants, including the maintenance of annualized operating
cash flow to fixed charge ratio, as defined, not to exceed 1.0 to 1.0. These
debt instruments also contain substantial limitations on, or prohibitions of,
distributions, additional indebtedness, liens asset sales and certain other
items.
 
                                      F-68

<PAGE>   273
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
8.  NOTES PAYABLE:
 
     Notes payable consists of the following at December 31, 1997:
 

<TABLE>
<S>                                                        <C>
HC Crown Note............................................  $ 82,000
Accrued interest on HC Crown Note........................    36,919
Gaylord Seller Note......................................   165,688
Accrued interest on Gaylord Seller Note..................    63,595
                                                           --------
          Total..........................................  $348,202
                                                           ========
</TABLE>

 
     In connection with the Crown Transaction, the Company entered into an
$82,000 senior subordinated loan agreement with a subsidiary of Hallmark, HC
Crown Corp., and pursuant to such loan agreement issued a senior subordinated
note (the "HC Crown Note"). The HC Crown Note was an unsecured obligation. The
HC Crown Note was limited in aggregate principal amount to $82,000 and has a
stated maturity date of December 31, 1999 (the "Stated Maturity Date"). Interest
has been accrued at 13% per annum, compounded semiannually, payable upon
maturity. In October 1998, the Crown Note and accrued interest was paid in full.
 
     In connection with the Gaylord Transaction, CCT Holdings entered into a
$165,700 subordinated loan agreement with Gaylord (the "Gaylord Seller Note").
Interest expense has been accrued based on an average rate of interest over the
life of the Gaylord Seller Note, which approximated 15.4%.
 
     In connection with the Gaylord Transaction, CCT Holdings, CCE L.P. and
Gaylord entered into a contingent payment agreement (the "Contingent
Agreement"). The Contingent Agreement indicates CCE L.P. will pay Gaylord 15% of
any amount distributed to CCT Holdings in excess of the total of the Gaylord
Seller Note, Crown Seller Note and $450,000. In conjunction with the Paul G.
Allen acquisition of Charter and the Company, Gaylord was paid an additional
$132,000 pursuant to the Contingent Agreement and the Gaylord Seller Note was
paid in full.
 
9.  FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
     A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:
 

<TABLE>
<CAPTION>
                                                                  1997
                                                    --------------------------------
                                                    CARRYING    NOTIONAL      FAIR
                                                     VALUE       AMOUNT      VALUE
                                                    --------    --------     -----
<S>                                                 <C>         <C>         <C>
DEBT
Debt under credit agreements......................  $784,420    $     --    $784,420
HC Crown Note (including accrued interest)........   118,919          --     118,587
Gaylord Seller Note (including accrued
  interest).......................................   229,283          --     214,074
INTEREST RATE HEDGE AGREEMENTS
Swaps.............................................        --     405,000      (1,214)
Caps..............................................        --     120,000          --
Collars...........................................        --     190,000        (437)
</TABLE>

 
                                      F-69

<PAGE>   274
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
     As the long-term debt under the credit agreements bear interest at current
market rates, their carrying amount approximates fair market value at December
31, 1997. Fair value of the HC Crown Note is based upon trading activity at
December 31, 1997. Fair value of the Gaylord Seller Note is based on current
redemption value.
 
     The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.82% at December 31, 1997. The weighted average interest rate
for the Company's interest rate cap agreements was 8.49% at December 31, 1997.
The weighted average interest rates for the Company's interest rate collar
agreements were 9.04% and 7.57% for the cap and floor components, respectively,
at December 31, 1997.
 
     The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.
 
     The fair value of interest rate hedge agreements generally reflects the
estimated amounts that the Company would receive or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.
 
     Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's Senior Credit Facility thereby reducing the exposure
to credit loss. The Company has policies regarding the financial stability and
credit standing of major counterparties. Nonperformance by the counterparties is
not anticipated nor would it have a material adverse effect on the results of
operations or the financial position of the Company.
 
                                      F-70

<PAGE>   275
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
10.  COMMON STOCK:
 
     The Company's common stock consist of the following at December 31, 1997:
 

<TABLE>
<S>                                                             <C>
CCA Holdings:
  Common stock -- Class A, voting, $.01 par value, 100,000
     shares authorized; 75,515 shares issued and
     outstanding............................................    $ 1
  Common stock -- Class B, voting, $.01 par value, 20,000
     shares authorized; 4,300 shares issued and
     outstanding............................................     --
  Common stock -- Class C, nonvoting, $.01 par value, 5,000
     shares authorized; 185 shares issued and outstanding...     --
                                                                ---
                                                                  1
                                                                ---
CCT Holdings:
  Common stock -- Class A, voting, $.01 par value, 20,000
     shares authorized; 16,726 shares issued and
     outstanding............................................     --
  Common stock -- Class B, voting, $.01 par value, 4,000
     shares authorized; 3,000 shares issued and
     outstanding............................................     --
  Common stock -- Class C, nonvoting, $.01 par value, 1,000
     shares authorized; 275 shares issued and outstanding...     --
                                                                ---
CC-LB:
  Common stock -- Class A, voting, $.01 par value, 31,000
     shares authorized, 27,850 shares issued and
     outstanding............................................     --
  Common stock -- Class B, voting, $.01 par value, 2,000
     shares authorized, 1,500 shares issued and
     outstanding............................................     --
  Common stock -- Class C, nonvoting, $.01 par value, 2,000
     shares authorized, 650 shares issued and outstanding...     --
                                                                ---
          Total common stock................................    $ 1
                                                                ===
</TABLE>

 
  CCA HOLDINGS
 
     The Class A Voting Common Stock (CCA Class A Common Stock) and Class C
Nonvoting Common Stock (CCA Class C Common Stock) have certain preferential
rights upon liquidation of CCA Holdings. In the event of liquidation,
dissolution or "winding up" of CCA Holdings, holders of CCA Class A and Class C
Common Stock are entitled to a preference of $1,000 per share. After such amount
is paid, holders of Class B Voting Common Stock (CCA Class B Common Stock) are
entitled to receive $1,000 per share. Thereafter, Class A and Class C
shareholders shall ratably receive the remaining proceeds.
 
     If upon liquidation, dissolution or "winding up" the assets of CCA Holdings
are insufficient to permit payment to Class A and Class C shareholders for their
full preferential amounts, all assets of CCA Holdings shall then be distributed
ratably to Class A and Class C shareholders. Furthermore, if the proceeds from
liquidation are inadequate to pay Class B shareholders their full preferential
amounts, the proceeds are to be distributed on a pro rata basis to Class B
shareholders.
 
     Upon the occurrence of any Conversion Event (as defined within the Amended
and Restated Certificate of Incorporation) Class C shareholders may convert any
or all of their outstanding shares into the same number of Class A shares.
Furthermore, CCA Holdings
 
                                      F-71

<PAGE>   276
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
may automatically convert outstanding Class C shares into the same number of
Class A shares.
 
     CCA Holdings is restricted from making cash dividends on its common stock
until the balance outstanding under the HC Crown Note is repaid.
 
     Charter and Kelso entered into a Stockholders' Agreement providing for
certain restrictions on the transfer, sale or purchase of CCA Holdings' common
stock.
 
  CCT HOLDINGS
 
     The Class A Voting Common Stock (CCT Class A Common Stock) and Class C
Nonvoting Common Stock (CCT Class C Common Stock) have certain preferential
rights upon liquidation of CCT Holdings. In the event of liquidation,
dissolution or "winding up" of CCT Holdings, holders of CCT Class A Common Stock
and Class C Common Stock are entitled to a preference of $1,000 per share. After
such amount is paid, holders of Class B Voting Common Stock (CCT Class B Common
Stock) are entitled to receive $1,000 per share. Thereafter, Class A and Class C
shareholders shall ratably receive the remaining proceeds.
 
     If upon liquidation, dissolution or "winding up" the assets of CCT Holdings
are insufficient to permit payment to Class A Common Stock and Class C
shareholders for their full preferential amount, all assets of the Company shall
then be distributed ratably to Class A and Class C shareholders. Furthermore, if
the proceeds from liquidation are inadequate to pay Class B shareholders their
full preferential amount, the proceeds are to be distributed on a pro rata basis
to Class B shareholders.
 
     Upon the occurrence of any Conversion Event (as defined within the Amended
and Restated Certificate of Incorporation), Class C shareholders may convert any
or all of their outstanding shares into the same number of Class A shares.
Furthermore, CCT Holdings may automatically convert outstanding Class C shares
into the same number of Class A shares.
 
     CCT Holdings is restricted from making cash dividends on its common stock
until the balance outstanding under the note payable to seller is repaid.
 
     Charter and Kelso entered into a Stockholders' Agreement providing for
certain restrictions on the transfer, sale or purchase of CCT Holdings' common
stock.
 
  CC-LB
 
     The Class A Voting Common Stock (CC-LB Class A Common Stock) and Class C
Nonvoting Common Stock (CC-LB Class C Common Stock) have certain preferential
rights upon liquidation of CC-LB. In the event of liquidation, dissolution or
"winding up" of CC-LB, holders of CC-LB Class A Common Stock and Class C Common
Stock are entitled to a preference of $1,000 per share. After such amount is
paid, holders of Class B Voting Common Stock (CC-LB Class B Common Stock) are
entitled to receive $1,000 per share. Thereafter, Class A, Class B and Class C
shareholders shall ratably receive the remaining proceeds.
 
     If upon liquidation, dissolution or "winding up" the assets of CC-LB are
insufficient to permit payment to Class A and Class C shareholders for their
full preferential amount,
 
                                      F-72

<PAGE>   277
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
all assets of the Company shall then be distributed ratably to Class A and Class
C shareholders. Furthermore, if the proceeds from liquidation are inadequate to
pay Class B shareholders their full preferential amount, the proceeds are to be
distributed on a pro rata basis to Class B shareholders.
 
     CC-LB Class C Common Stock may be converted into CC-LB Class A Common Stock
upon the transfer of CC-LB Class C Common Stock to a person not affiliated with
the seller. Furthermore, CC-LB may automatically convert outstanding Class C
shares into the same number of Class A shares.
 
11.  RELATED PARTY TRANSACTIONS:
 
     Charter provides management services to the Company under the terms of a
contract which provides for annual base fees equal to $9,277 and $9,485 for the
period from January 1, 1998, through December 23, 1998, and for the year ended
December 31, 1997, respectively, plus an additional fee equal to 30% of the
excess, if any, of operating cash flow (as defined in the management agreement)
over the projected operating cash flow. Payment of the additional fee is
deferred due to restrictions provided within the Company's credit agreements.
Deferred management fees bear interest at 8.0% per annum. The additional fees
for the periods from January 1, 1998, through December 23, 1998, and the years
ended December 31, 1997 and 1996, totaled $2,160, $1,990 and $1,255,
respectively. In addition, the Company receives financial advisory services from
an affiliate of Kelso, under terms of a contract which provides for fees equal
to $1,064 and $1,113 per annum as of January 1, 1998, through December 23, 1998,
and December 31, 1997, respectively. Management and financial advisory service
fees currently payable of $2,281 are included in payables to manager of cable
television systems -- related party at December 31, 1997.
 
     The Company pays certain acquisition advisory fees to an affiliate of Kelso
and Charter, which typically equal approximately 1% of the total purchase price
paid for cable television systems acquired. Total acquisition fees paid to the
affiliate of Kelso for the period from January 1, 1998, through December 23,
1998, were $-0-. Total acquisition fees paid to the affiliate of Kelso in 1997
and 1996 were $-0- and $1,400, respectively. Total acquisition fees paid to
Charter for the period from January 1, 1998, through December 23, 1998, were
$-0-. Total acquisition fees paid to Charter in 1997 and 1996 were $-0- and
$1,400, respectively.
 
     The Company and all entities managed by Charter collectively utilize a
combination of insurance coverage and self-insurance programs for medical,
dental and workers' compensation claims. Medical coverage provides for $2,435
aggregate stop loss protection and a loss limitation of $100 per person per
year. Workers' compensation coverage provides for $800 aggregate stop loss
protection and a loss limitation of $150 per person per year. Charges are
determined by independent actuaries at the present value of the actuarially
computed present and future liabilities for such benefits. The Company is
allocated its share of the charges monthly based upon its total number of
employees, historical claims and medical cost trend rates. Management considers
this allocation to be reasonable for the operations of the Company. For the
period from January 1, 1998, through December 23, 1998, the Company expensed
$1,950 relating to insurance allocations. During 1997 and 1996, the Company
expensed $1,689 and $2,065, respectively, relating to insurance allocations.
 
                                      F-73

<PAGE>   278
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Beginning in 1996, the Company and other entities managed by Charter
employed the services of Charter's National Data Center (the "National Data
Center"). The National Data Center performs certain customer billing services
and provides computer network, hardware and software support to the Company and
other affiliated entities. The cost of these services is allocated based on the
number of customers. Management considers this allocation to be reasonable for
the operations of the Company. For the period from January 1, 1998, through
December 23, 1998, the Company expensed $843 relating to these services. During
1997 and 1996, the Company expensed $723 and $466 relating to these services,
respectively.
 
     CCE-I maintains a regional office. The regional office performs certain
operational services on behalf of CCE-I and other affiliated entities. The cost
of these services is allocated to CCE-I and affiliated entities based on their
number of customers. Management considers this allocation to be reasonable for
the operations of CCE-I. From the period January 1, 1998, through December 23,
1998, the Company expensed $1,926 relating to these services. During 1997 and
1996, CCE-I expensed $861 and $799, respectively, relating to these services.
 
12.  COMMITMENTS AND CONTINGENCIES:
 
  LEASES
 
     The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, was $2,222. Rent expense incurred
under these leases during 1997 and 1996 was $1,956 and $1,704, respectively.
 
     The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expensed incurred for pole attachments for the period
from January 1, 1998, through December 23, 1998, was $2,430. Rent expense
incurred for pole attachments during 1997 and 1996 was $2,601 and $2,330,
respectively.
 
  LITIGATION
 
     The Company is a party to lawsuits that arose in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits will not have a material adverse
effect on the Company's consolidated financial position or results of
operations.
 
13.  REGULATION IN THE CABLE TELEVISION INDUSTRY:
 
     The cable television industry is subject to extensive regulation at the
federal, local and, in some instances, state levels. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act" and together with
the 1984 Cable Act, the "Cable Acts"), and the Telecommunications Act of 1996
(the "1996 Telecom Act"), establish a national policy to guide the development
and regulation of cable television systems. The Federal Communications
Commission (FCC) has principal responsibility for implementing the policies of
the Cable Acts. Many aspects of such regulation are currently the subject of
 
                                      F-74

<PAGE>   279
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
judicial proceedings and administrative or legislative proposals. Legislation
and regulations continue to change, and the Company cannot predict the impact of
future developments on the cable television industry.
 
     The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established rate regulations.
 
     The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. As of December 23,
1998, the amount refunded by the Company has been insignificant. The Company may
be required to refund additional amounts in the future.
 
     The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company is unable to justify its basic rates. The Company
is unable to estimate at this time the amount of refunds, if any, that may be
payable by the Company in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Company does not believe that the amount of any such refunds would have a
material adverse effect on the financial position or results of operations of
the Company.
 
     The 1996 Telecom Act, among other things, immediately deregulated the rates
for certain small cable operators and in certain limited circumstances rates on
the basic service tier, and as of March 31, 1999, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company cannot predict the ultimate effect of the 1996 Telecom Act on
the Company's financial position or results of operations.
 
     The FCC may further restrict the ability of cable television operators to
implement rate increases or the United States Congress may enact legislation
that could delay or suspend the scheduled March 1999 termination of CPST rate
regulation. This continued rate regulation, if adopted, could limit the rates
charged by the Company.
 
     A number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. State governmental agencies are
required to follow FCC rules when prescribing rate regulation, and thus, state
regulation of cable television rates is not allowed to be more restrictive than
the federal or local regulation. The Company is subject to state regulation in
Connecticut.
 
14.  INCOME TAXES:
 
     Deferred tax assets and liabilities are recognized for the estimated future
tax consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets
 
                                      F-75

<PAGE>   280
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
and liabilities are measured using the enacted tax rates in effect for the year
in which those temporary differences are expected to be recovered or settled.
Deferred income tax expense or benefit is the result of changes in the liability
or asset recorded for deferred taxes. A valuation allowance must be established
for any portion of a deferred tax asset for which it is more likely than not
that a tax benefit will not be realized.
 
     For the period from January 1, 1998, through December 23, 1998, and the
years ended December 31, 1997 and 1996, no current provision (benefit) for
income taxes was recorded. The effective income tax rate is less than the
federal rate of 35% primarily due to providing a valuation allowance on deferred
income tax assets.
 
     Deferred taxes are comprised of the following at December 31, 1997:
 

<TABLE>
<S>                                                       <C>
Deferred income tax assets:
  Accounts receivable...................................  $     252
  Other assets..........................................      7,607
  Accrued expenses......................................      4,740
  Deferred revenue......................................        624
  Deferred management fees..............................      1,654
  Tax loss carryforwards................................     80,681
  Tax credit carryforward...............................      1,360
  Valuation allowance...................................    (40,795)
                                                          ---------
          Total deferred income tax assets..............     56,123
                                                          ---------
Deferred income tax liabilities:
  Property, plant and equipment.........................    (38,555)
  Franchise costs.......................................   (117,524)
  Other.................................................    (11,407)
                                                          ---------
          Total deferred income tax liabilities.........   (167,486)
                                                          ---------
          Net deferred income tax liability.............  $(111,363)
                                                          =========
</TABLE>

 
     At December 31, 1997, the Company had net operating loss (NOL)
carryforwards for regular income tax purposes aggregating $204,400, which expire
in various years from 1999 through 2012. Utilization of the NOLs carryforwards
is subject to certain limitations.
 
15.  EMPLOYEE BENEFIT PLANS:
 
     The Company's employees may participate in the Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 15% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Company contributes an amount equal to 50% of the first 5% of contributions by
each employee. For the period from January 1, 1998, through December 23, 1998,
the Company contributed $585 to the 401(k) plan. During 1997 and 1996, the
Company contributed approximately $499 and $435 to the 401(k) Plan,
respectively.
 
     Certain employees of the Company are participants in the 1996 Charter
Communications/Kelso Group Appreciation Rights Plan (the "Plan"). The Plan
covers certain key employees and consultants within the group of companies and
partnerships
 
                                      F-76

<PAGE>   281
                                   CCA GROUP
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
 
controlled by affiliates of Kelso and managed by Charter. The Plan permits the
granting of up to 1,000,000 units, of which 705,000 were outstanding at December
31, 1997. Unless otherwise provided in a particular instance, units vest at a
rate of 20% per annum. The Plan entitles participants to receive payment of the
appreciated unit value for vested units, upon the occurrence of certain events
specified in the Plan (i.e. change in control, employee termination) The units
do not represent a right to an equity interest to any entities within the CCA
Group. Compensation expense is based on the appreciated unit value and is
amortized over the vesting period.
 
     As a result of the acquisition of Charter and the Company, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. For the period from January 1, 1998, through December 23,
1998, the Company recorded $5,684 of expense, included in management fees, and a
contribution from Charter related to the Appreciation Rights Plan.
 
16.  ACCOUNTING STANDARD NOT YET IMPLEMENTED:
 
     In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999. The Company has
not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings
(loss).
 
17.  SUBSEQUENT EVENT:
 
     Subsequent to December 23, 1998, CCA Holdings, CCT Holdings and CC-LB
converted to limited liability companies and are now known as CCA Holdings LLC,
CCT Holdings LLC and Charter Communications Long Beach, LLC, respectively.
 
                                      F-77

<PAGE>   282
 
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To CharterComm Holdings, L.P.:
 
     We have audited the accompanying consolidated balance sheet of CharterComm
Holdings, L.P. and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, partners' capital and cash flows for the
period from January 1, 1998, through December 23, 1998, and for the years ended
December 31, 1997 and 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CharterComm Holdings, L.P.
and subsidiaries as of December 31, 1997, and the results of their operations
and their cash flows for the period from January 1, 1998, through December 23,
1998, and for the years ended December 31, 1997 and 1996, in conformity with
generally accepted accounting principles.
 
/s/ ARTHUR ANDERSEN LLP
 
St. Louis, Missouri,
  February 5, 1999

 
                                      F-78

<PAGE>   283
 
                           CHARTERCOMM HOLDINGS, L.P.
                                AND SUBSIDIARIES
 
                CONSOLIDATED BALANCE SHEET -- DECEMBER 31, 1997
                             (DOLLARS IN THOUSANDS)
 
                                     ASSETS
 

<TABLE>
<S>                                                           <C>
CURRENT ASSETS:
  Cash and cash equivalents.................................  $  2,742
  Accounts receivable, net of allowance for doubtful
     accounts of $330.......................................     3,158
  Prepaid expenses and other................................       342
                                                              --------
          Total current assets..............................     6,242
                                                              --------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment.............................   235,808
  Franchises, net of accumulated amortization of $119,968...   480,201
                                                              --------
                                                               716,009
                                                              --------
OTHER ASSETS................................................    16,176
                                                              --------
                                                              $738,427
                                                              ========
</TABLE>

 
                       LIABILITIES AND PARTNERS' CAPITAL
 

<TABLE>
<S>                                                             <C>
CURRENT LIABILITIES:
  Current maturities of long-term debt......................    $  5,375
  Accounts payable and accrued expenses.....................      30,507
  Payables to manager of cable television systems -- related
     party..................................................       1,120
                                                                --------
          Total current liabilities.........................      37,002
                                                                --------
DEFERRED REVENUE............................................       1,719
                                                                --------
LONG-TERM DEBT, less current maturities.....................     666,662
                                                                --------
DEFERRED MANAGEMENT FEES....................................       7,805
                                                                --------
DEFERRED INCOME TAXES.......................................       5,111
                                                                --------
REDEEMABLE PREFERRED LIMITED UNITS -- 577.81 units