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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 14, 1999
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RIFKIN ACQUISITION PARTNERS, LLC
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RIFKIN ACQUISITION CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Colorado
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Colorado
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(State or Other Jurisdiction of Incorporation or Organization)
43-1856740
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333-03084 84-1341424
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Commission File Number (I.R.S. Employer
Identification No.)
360 South Monroe Street - Suite 600 Denver, Colorado 80209
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (303) 333-1215
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ITEM 1 CHANGE IN CONTROL OF REGISTRANT.
On September 14, 1999, Charter Communications Operating, LLC (Charter
Operating), a wholly owned subsidiary of Charter Communications Holdings, LLC
(Charter Holdings) completed its acquisition of Rifkin Acquisition Partners,
L.L.L.P. (the "Partnership") for an aggregate purchase price of $643 million,
consisting of $518 million in cash and $125 million in assumed debt.
The debt assumed consists solely of publicly held notes issued by the
Partnership. As a result of the acquisition by Charter Operating, the
Partnership has made an offer to repurchase the notes at a price equal to 101%
of their principal amount, plus accrued interest, due to the change of control
provisions under the notes. In connection with the offer to repurchase the
notes, the Partnership has solicited consents to amend the related indenture
governing the notes and has offered to pay any holder of notes that consents and
tenders on or prior to October 1, 1999 an additional $30 for each $1,000
principal amount of notes tendered. These notes will be repurchased with a
capital contribution from Charter Operating.
After the acquisition by Charter Operating, the Partnership was
converted to a limited liability company.
The Partnership owns and operates cable systems that serve over 191,000
customers in three geographic clusters, including a cable system in suburban
Atlanta serving over 61,000 customers, cable systems in central Tennessee
serving over 107,000 customers and systems in southern Illinois serving
approximately 23,000 customers.
For the six months ended June 30, 1999, the Partnership had revenues of
$48.6 million. For the year ended December 31, 1998, the Partnership had
revenues of $89.9 million.
ITEM 5 OTHER INFORMATION.
(a) Change in Control
As a result of this acquisition and conversion to a limited
liability company, Charter Operating became the Sole Member
of the Partnership. The ultimate beneficial owner of the
Partnership is Paul G. Allen.
In addition to an indirect ownership interest in the
Partnership, Charter Investment, Inc. (Charter), an entity
substantially owned by Mr. Allen, now provides management
services to the Partnership by virtue of an Amended and
Restated Management Agreement between Charter and Charter
Holdings. This agreement covers all subsidiaries of Charter
Holdings.
(b) Change of Directors
Effective September 14, 1999, Jerald L. Kent was appointed
as the sole member of the Board of Directors of the
Partnership.
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ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Rifkin Acquisition Partners, L.L.L.P., the sellers
listed therein and Charter Investment, Inc. (formerly known
as Charter Communications, Inc.) (incorporated by reference
to Exhibit 2.2 of Rifkin Acquisition Partners, L.L.L.P's
Current Report filed on Form 8-K on May 7, 1999)
2.3 RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Investment, Inc.
(formerly Charter Communications, Inc.) (incorporated by
reference to Exhibit 2.7(c) of Charter Holdings'
Registration Statement filed on Amendment No. 4 to Form S-4
on July 22, 1999)
2.4 Assignment of Purchase Agreement with Rifkin Acquisition
Partners, L.L.L.P., dated as of June 30, 1999, by and
between Charter Investment, Inc. (formerly Charter
Communications, Inc.) (incorporated by reference to Exhibit
2.7(e) of Charter Holdings' Registration Statement filed on
Amendment No. 4 to Form S-4 on July 22, 1999)
2.5 Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Investment, Inc. (formerly
Charter Communications, Inc.) (incorporated by reference to
Exhibit 2.7(f) of Charter Holdings' Registration Statement
filed on Amendment No. 4 to Form S-4 on July 22, 1999)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
RIFKIN ACQUISITION PARTNERS, LLC, a
registrant
By: CHARTER COMMUNICATIONS
OPERATING, LLC, its member
By: CHARTER COMMUNICATIONS
HOLDINGS, LLC, its member
By: CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC, its member
By: CHARTER INVESTMENT, INC., its
member and manager of Charter
Communications Holdings
Dated September 29, 1999 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
RIFKIN ACQUISITION CAPITAL
CORPORATION, a registrant
Dated September 29, 1999 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
