<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1996
REGISTRATION NO. 333-3772
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHARTER COMMUNICATIONS SOUTHEAST, L.P.
CHARTER COMMUNICATIONS SOUTHEAST
CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
43-1740131
DELAWARE 4841 43-1722376
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
12444 POWERSCOURT DRIVE, SUITE 400
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JERALD L. KENT
12444 POWERSCOURT DRIVE, SUITE 400
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
NEIL A. TORPEY, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 318-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
11 1/4% Series B Senior Notes
due 2006.................... $125,000,000 100% $125,000,000 $43,104(1)
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Previously paid.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CHARTER COMMUNICATIONS SOUTHEAST, L.P.
CHARTER COMMUNICATIONS SOUTHEAST CAPITAL CORPORATION
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K AND RULE 404(a)
SHOWING LOCATION IN PROSPECTUS OF
INFORMATION REQUIRED BY ITEMS IN S-4
<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION
------------------------------------------------ --------------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................ Forepart of the Registration Statement; Outside
Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus.................................... Inside Front and Outside Back Cover Pages of
Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Charges
and Other Information......................... Prospectus Summary; Risk Factors; Summary
Historical and Pro Forma Combined Financial Data;
Selected Historical and Pro Forma Combined
Financial Data
4. Terms of the Transaction........................ Prospectus Summary; The Exchange Offer
5. Pro Forma Financial Information................. Summary Historical and Pro Forma Combined
Financial Data; Selected Historical and Pro Forma
Combined Financial Statements
6. Material Contracts with Company Being
Acquired...................................... Not Applicable
7. Additional Information Required for Reoffering
by Persons and Parties Deemed to be
Underwriters.................................. Not Applicable
8. Interests of Named Experts and Counsel.......... Not Applicable
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................... Not Applicable
10. Information With Respect to S-3 Registrants..... Not Applicable
11. Incorporation of Certain Information by
Reference..................................... Not Applicable
12. Information with Respect to S-2 or S-3
Registrants................................... Not Applicable
13. Incorporation of Certain Information by
Reference..................................... Not Applicable
14. Information with Respect to Registrants Other
than S-2 or S-3 Registrants................... Prospectus Summary; Summary Historical and Pro
Forma Combined Financial Data; The Company;
Selected Historical and Pro Forma Combined
Financial Data; Management's Discussion and
Analysis of Financial Condition and Results of
Operations; Business
15. Information with Respect to S-3 Companies....... Not Applicable
16. Information with Respect to S-2 or S-3
Companies..................................... Not Applicable
17. Information with Respect to Companies Other than
S-2 or S-3 Companies.......................... Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited............ Not Applicable
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or in
an Exchange Offer............................. Management; Principal Security Holders; Certain
Relationships and Related Transactions; The
Exchange Offer
</TABLE>
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, JULY 25, 1996
PRELIMINARY PROSPECTUS
LOGO
CHARTER COMMUNICATIONS SOUTHEAST, L.P.
CHARTER COMMUNICATIONS SOUTHEAST CAPITAL CORPORATION
OFFER TO EXCHANGE ITS
11 1/4% SERIES B SENIOR NOTES DUE 2006
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OF ITS OUTSTANDING
11 1/4% SENIOR NOTES DUE 2006
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST
, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
------------------------
Charter Communications Southeast, L.P., a Delaware limited partnership
("Charter Southeast"), and Charter Communications Southeast Capital Corporation,
a Delaware corporation and a wholly-owned subsidiary of Charter Southeast
("Southeast Capital" and, together with Charter Southeast, the "Issuers"),
hereby offer, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal, as the same may be
amended or supplemented from time to time (which together constitute the
"Exchange Offer"), to issue an aggregate of up to $125,000,000 aggregate
principal amount of their 11 1/4% Series B Senior Notes due 2006 (the "New
Notes") in exchange for an identical face amount of outstanding 11 1/4% Senior
Notes due 2006 (the "Old Notes" and, together with the New Notes, the "Notes").
The terms of the New Notes are identical in all material respects to the terms
of the Old Notes except that the registration and other rights relating to the
exchange of Old Notes for New Notes and the restrictions on transfer set forth
on the face of the Old Notes will not apply to or appear on the New Notes. See
"The Exchange Offer." The New Notes are being offered hereunder in order to
satisfy certain obligations of the Issuers under a Registration Rights Agreement
dated as of March 28, 1996. Based on an interpretation by the staff of the
Securities and Exchange Commission set forth in no-action letters issued to
third parties unrelated to the Issuers, New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold, and
otherwise transferred by a holder thereof (other than a holder which is an
"affiliate" of the Issuer within the meaning of Rule 405 under the Securities
Act of 1933, as amended (the "Securities Act")), without compliance with the
registration and (except as provided in the second following paragraph) the
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holder's business and such
holder has no arrangement with any person to participate in and is not engaged
in and is not planning to be engaged in the distribution of such New Notes. The
Notes are the joint and several obligations of the Issuers, which are the sole
obligors with respect to the Notes.
The Notes are senior unsecured obligations of the Issuers and rank pari
passu in right and priority of payment to all existing and future indebtedness
of the Issuers, other than indebtedness that by its terms is expressly
subordinated in right and priority of payment to the Notes. Charter Southeast is
a holding company that conducts substantially all of its business through its
subsidiaries, and the Notes are therefore effectively subordinated to the claims
of creditors of such subsidiaries. As of March 31, 1996, on a pro forma basis,
after giving effect to the applicable Pro Forma Adjustments (as defined herein),
the aggregate consolidated indebtedness of Charter Southeast and its
subsidiaries (including trade payables) would have been approximately $555.0
million, all of which, other than the Notes, would have been obligations of
Charter Southeast's subsidiaries. The Issuers do not have, and, upon
consummation of the Exchange Offer, will not have any indebtedness expressly
subordinated by its terms in right and priority of payment to the Notes.
Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The Letter of Transmittal states
that by so acknowledging 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. 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 Old Notes where such Old Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Issuers have agreed that, for a period of 180 days after the
effective date hereof, it will make the Prospectus available to any
broker-dealer for use in connection with any such resale. See "The Exchange
Offer."
The Issuers will not receive any proceeds from the Exchange Offer and will
pay all the expenses incident to the Exchange Offer. Tenders of Old Notes
pursuant to the Exchange Offer may be withdrawn at any time on or prior to the
Expiration Date. If the Issuers terminate the Exchange Offer and do not accept
for exchange any Old Notes, they will promptly return the Old Notes to the
holders thereof. See "The Exchange Offer."
Prior to this Exchange Offer, there has been no public market for the Old
Notes or the New Notes. To the extent that Old Notes are tendered and accepted
in the Exchange Offer, a holder's ability to sell untendered Old Notes could be
adversely affected. If a market for the New Notes should develop, the New Notes
could trade at a discount from their principal amount. The Issuers do not
currently intend to list the New Notes on any securities exchange or on any
automated quotation system; however, the Notes have been designated for trading
in the PORTAL market. There can be no assurance that an active public market for
the New Notes will develop.
The Exchange Agent for the Exchange Offer is Harris Trust and Savings Bank.
SEE "RISK FACTORS" ON PAGE 16 FOR A DESCRIPTION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER.
------------------------
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 date of this Prospectus is July , 1996.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. Southeast Capital's
Certificate of Incorporation provides that Southeast Capital shall indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law.
Southeast Capital's Certificate of Incorporation also provides that no
director shall be liable to the Company or its stockholders for monetary damages
for breach of his fiduciary duty as director, except for liability (i) of any
breach of the director's duty of loyalty to Southeast Capital or its
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------
<C> <S>
1.1 Purchase Agreement dated March 28, 1996, between the Issuers and the Initial
Purchasers named therein.
3.1 Certificate of Limited Partnership of Charter Southeast.
3.2 Amended and Restated Agreement of Limited Partnership of Charter Southeast.
</TABLE>
<TABLE>
<C> <S>
3.3 Certificate of Incorporation of Southeast Capital.
3.4 By-laws of Southeast Capital.
4.1 Indenture dated March 15, 1996, among the Issuers and Harris Trust and Savings Bank,
as Trustee.
4.2 Registration Rights Agreement dated March 28, 1996, between the Issuers and the
Initial Purchasers.
4.3 Purchase Agreement dated March 28, 1996, between the Issuers and the Initial
Purchasers named therein (included in Exhibit 1.1).
4.4 Form of Old Note (included in Exhibit 4.1).
4.5 Form of New Note (included in Exhibit 4.1).
5.1 Opinion of Paul, Hastings, Janofsky & Walker, including consent.
10.1 Amended and Restated Loan Agreement dated as of March 28, 1996, among Charter
Communications, L.P., the Banks, Toronto Dominion (Texas), Inc., PNC Bank, National
Association and Credit Lyonnais Cayman Island Branch, as Co-Agents, Toronto Dominion
(Texas), Inc., as Agent, and Toronto Dominion (Texas), Inc., as Administrative
Agent.
10.2 Amended and Restated Revolving Credit Agreement dated as of March 28, 1996, among
Charter Communications II, L.P., Charter Communications III, L.P., Peachtree Cable
TV, Inc., the Banks, Credit Lyonnais New York Branch and Toronto Dominion (Texas),
Inc., as Arranging Agents, NationsBank of Texas, N.A. and CIBC Inc., as Managing
Agents, Toronto Dominion (Texas), Inc., as Administrative Agent and Credit Lyonnais
New York Branch, as Documentation Agent.
10.3 Management Agreement dated March 28, 1996, between Charter Holdings and Charter.
10.4 Management Agreement dated March 28, 1996, between Charter Southeast and Charter
Holdings.
10.5 Management Agreement dated March 28, 1996, between Charter Southeast and CC-I.
10.6 Management Agreement dated March 28, 1996, between Charter Southeast and CC-II.
10.7 Management Agreement dated March 28, 1996, between CC-II and CCIP.
</TABLE>
II-1
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------
<C> <S>
10.8 Management Agreement dated March 28, 1996, between Charter Southeast and CCIP.
10.9 Management Agreement dated March 28, 1996, between Charter Southeast and CCIP.
10.10 Asset Purchase Agreement dated as of July 1, 1995, among CCIP, Charter
Communications Properties, Inc., CC-II and CC-I.
10.11 Certificate of Limited Partnership of CC-I.
10.12 Amended and Restated Agreement of Limited Partnership of CC-I dated March 28, 1996.
10.13 Certificate of Limited Partnership of CC-II.
10.14 Amended and Restated Agreement of Limited Partnership of CC-II dated March 28, 1996.
10.15 Certificate of Limited Partnership of CC-III.
10.16 Amended and Restated Agreement of Limited Partnership of CC-III dated March 28,
1996.
10.17 Articles of Organization of Peachtree.
10.18 By-laws of Peachtree.
12.1 Ratio of Earnings to Fixed Charges Calculation -- McDonald Systems (Predecessor)
12.2 Ratio of Earnings to Fixed Charges Calculation -- Charter Communications Southeast,
L.P.
21.1 List of Subsidiaries of Registrants.
*23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holben, Boak, Cooper & Co.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Deloitte & Touche LLP.
23.5 Consent of Ernst & Young LLP.
23.6 Consent of Ernst & Young LLP.
25.1 Statement of Eligibility of Harris Trust and Savings Bank, as Trustee, on Form T-1.
99.1 Form of Letter of Transmittal.
</TABLE>
- ---------------
* Filed herewith.
(b) Financial Statement Schedules.
Reports of Independent Certified Public Accountants incorporated by
reference herein.
ITEM 22. UNDERTAKINGS
The Issuers hereby undertake with respect to the securities offered by
them:
1. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted as to
directors, officers and controlling persons of Registrant has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
2. The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
3. The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
4. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement
II-2
<PAGE> 6
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (sec.230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 25th day of July, 1996.
CHARTER COMMUNICATIONS
SOUTHEAST, L.P.
By: CHARTER COMMUNICATIONS
SOUTHEAST PROPERTIES, INC.,
its General Partner
By: /s/ JERALD L. KENT
------------------------------------
Name: Jerald L. Kent
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------------ --------------
<S> <C> <C>
/s/ JERALD L. KENT President, Chief Financial Officer July 25, 1996
- ------------------------------------------ (Principal Financial Officer) and
Jerald L. Kent Director of Southeast Capital and
Southeast Properties
/s/ BARRY L. BABCOCK Chairman and Director of Southeast July 25, 1996
- ------------------------------------------ Capital and Southeast Properties
Barry L. Babcock
/s/ HOWARD L. WOOD Chairman of the Management Committee July 25, 1996
- ------------------------------------------ and Director of Southeast Capital
Howard L. Wood and Southeast Properties
/s/ THOMAS C. DIRCKS Director of Southeast Properties July 25, 1996
- ------------------------------------------
Thomas C. Dircks
/s/ DONALD J. VOLLMAYER Controller of Southeast Capital and July 25, 1996
- ------------------------------------------ Southeast Properties
Donald J. Vollmayer
</TABLE>
II-4
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 25th day of July, 1996.
CHARTER COMMUNICATIONS SOUTHEAST
CAPITAL CORPORATION
By: /s/ JERALD L. KENT
--------------------------------------
Name: Jerald L. Kent
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------------ --------------
<S> <C> <C>
/s/ JERALD L. KENT President, Chief Financial Officer July 25, 1996
- ------------------------------------------ (Principal Financial Officer) and
Jerald L. Kent Director of Southeast Capital and
Southeast Properties
/s/ BARRY L. BABCOCK Chairman and Director of Southeast July 25, 1996
- ------------------------------------------ Capital and Southeast Properties
Barry L. Babcock
/s/ HOWARD L. WOOD Chairman of the Management Committee July 25, 1996
- ------------------------------------------ and Director of Southeast Capital
Howard L. Wood and Southeast Properties
/s/ THOMAS C. DIRCKS Director of Southeast Properties July 25, 1996
- ------------------------------------------
Thomas C. Dircks
/s/ DONALD J. VOLLMAYER Controller of Southeast Capital and July 25, 1996
- ------------------------------------------ Southeast Properties
Donald J. Vollmayer
</TABLE>
II-5
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------- ------------
<C> <S> <C>
1.1 Purchase Agreement dated March 28, 1996, between the Issuers and the
Initial Purchasers named therein.
3.1 Certificate of Limited Partnership of Charter Southeast.
3.2 Amended and Restated Agreement of Limited Partnership of Charter
Southeast.
</TABLE>
<TABLE>
<C> <S> <C>
3.3 Certificate of Incorporation of Southeast Capital.
3.4 By-laws of Southeast Capital.
4.1 Indenture dated March 15, 1996, among the Issuers and Harris Trust and
Savings Bank, as Trustee.
4.2 Registration Rights Agreement dated March 28, 1996, between the Issuers
and the Initial Purchasers.
4.3 Purchase Agreement dated March 28, 1996, between the Issuers and the
Initial Purchasers named therein (included in Exhibit 1.1).
4.4 Form of Old Note (included in Exhibit 4.1).
4.5 Form of New Note (included in Exhibit 4.1).
5.1 Opinion of Paul, Hastings, Janofsky & Walker, including consent.
10.1 Amended and Restated Loan Agreement dated as of March 28, 1996, among
Charter Communications, L.P., the Banks, Toronto Dominion (Texas), Inc.,
PNC Bank, National Association and Credit Lyonnais Cayman Island Branch,
as Co-Agents, Toronto Dominion (Texas), Inc., as Agent, and Toronto
Dominion (Texas), Inc., as Administrative Agent.
10.2 Amended and Restated Revolving Credit Agreement dated as of March 28,
1996, among Charter Communications II, L.P., Charter Communications III,
L.P., Peachtree Cable TV, Inc., the Banks, Credit Lyonnais New York
Branch and Toronto Dominion (Texas), Inc., as Arranging Agents,
NationsBank of Texas, N.A. and CIBC Inc., as Managing Agents, Toronto
Dominion (Texas), Inc., as Administrative Agent and Credit Lyonnais New
York Branch, as Documentation Agent.
10.3 Management Agreement dated March 28, 1996, between Charter Holdings and
Charter.
10.4 Management Agreement dated March 28, 1996, between Charter Southeast and
Charter Holdings.
10.5 Management Agreement dated March 28, 1996, between Charter Southeast and
CC-I.
10.6 Management Agreement dated March 28, 1996, between Charter Southeast and
CC-II.
10.7 Management Agreement dated March 28, 1996, between CC-II and CCIP.
10.8 Management Agreement dated March 28, 1996, between Charter Southeast and
CCIP.
10.9 Management Agreement dated March 28, 1996, between Charter Southeast and
CCIP.
10.10 Asset Purchase Agreement dated as of July 1, 1995, among CCIP, Charter
Communications Properties, Inc., CC-II and CC-I.
10.11 Certificate of Limited Partnership of CC-I.
10.12 Amended and Restated Agreement of Limited Partnership of CC-I dated March
28, 1996.
10.13 Certificate of Limited Partnership of CC-II.
10.14 Amended and Restated Agreement of Limited Partnership of CC-II dated
March 28, 1996.
10.15 Certificate of Limited Partnership of CC-III.
10.16 Amended and Restated Agreement of Limited Partnership of CC-III dated
March 28, 1996.
10.17 Articles of Organization of Peachtree.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------- ------------
<C> <S> <C>
10.18 By-laws of Peachtree.
12.1 Ratio of Earnings to Fixed Charges Calculation -- McDonald Systems
(Predecessor)
12.2 Ratio of Earnings to Fixed Charges Calculation -- Charter Communications
Southeast, L.P.
21.1 List of Subsidiaries of Registrants.
*23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holben, Boak, Cooper & Co.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Deloitte & Touche LLP.
23.5 Consent of Ernst & Young LLP.
23.6 Consent of Ernst & Young LLP.
25.1 Statement of Eligibility of Harris Trust and Savings Bank, as Trustee, on
Form T-1.
99.1 Form of Letter of Transmittal.
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 29, 1996, relating to the consolidated financial statements of
Charter Communications Southeast Holdings, L.P. as of and for the years ended
December 31, 1995 and 1994, (and to all references to our Firm) included in or
made a part of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 17, 1996, relating to the financial statements of Charter
Communications Southeast Holdings Capital Corporation as of and for the period
from inception to March 31, 1996 (and to all references to our Firm) included in
or made a part of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
<PAGE> 2
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 29, 1996, relating to the consolidated financial statements of
Charter Communications Southeast, L.P. as of and for the years ended December
31, 1995 and 1994, (and to all references to our Firm) included in or made a
part of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 17, 1996, relating to the financial statements of Charter
Communications Southeast Capital Corporation as of and for the period from
inception to March 31, 1996 (and to all references to our Firm) included in or
made a part of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
<PAGE> 3
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 23, 1996, relating to the consolidated financial statements of
Charter Communications II, L.P. as of and for the year ended December 31, 1995,
(and to all references to our Firm) included in or made a part of this
Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 23, 1996, relating to the financial statements of Charter
Communications, L.P. as of and for the years ended December 31, 1995 and 1994,
(and to all references to our Firm) included in or made a part of this
Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
<PAGE> 4
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated September 22, 1995, relating to the combined financial statements of The
Subscriber/Citation Cable Systems for the four months ended April 30, 1994 and
as of and for the year ended December 31, 1993, (and to all references to our
Firm) included in or made a part of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated September 22, 1995, relating to the combined financial statements of The
Jefferson/LaGrange Cable Systems for the four months ended April 30, 1994 and as
of and for the year ended December 31, 1993, (and to all references to our Firm)
included in or made a part of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
<PAGE> 5
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 23, 1995, relating to the combined financial statements of Cencom
Cable Operating Systems as of and for the year ended December 31, 1994, (and to
all references to our Firm) included in or made a part of this Registration
Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 21, 1996, relating to the combined financial statements of Cencom
Cable Income Partners, L.P. - Clarksville, Ft. Gordon, Camp LeJeune, Tryon
Systems as of and for the years ended December 31, 1995 and 1994, (and to all
references to our Firm) included in or made a part of this Registration
Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
<PAGE> 6
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 29, 1996, relating to the financial statements of Cencom Cable
Income Partners II, L.P. - Anderson County System as of and for the year ended
December 31, 1995 (and to all references to our Firm) included in or made a part
of this Registration Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 29, 1996, relating to the financial statements of Cencom Partners,
L.P. - Lincolnton System as of and for the year ended December 31, 1995 (and to
all references to our Firm) included in or made a part of this Registration
Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
<PAGE> 7
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 29, 1996, relating to the financial statements of Cencom Partners,
L.P. - Sanford System as of and for the year ended December 31, 1995 (and to all
references to our Firm) included in or made a part of this Registration
Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 17, 1996, relating to the financial statements of Charter
Communications Southeast Properties, Inc., as of December 31, 1995 (and to all
references to our Firm) included in or made a part of this Registration
Statement No. 333-3772.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1996
