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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1998
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Charter Communications Southeast, LLC
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Charter Communications Southeast Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-3772 43-1740131
43-1722376
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
12444 Powerscourt Drive, Ste. 400, St. Louis, MO 63131
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(Address of Principal Executive Offices and Zip Code)
Registrants' telephone number, including area code: (314) 965-0555
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Charter Communications Southeast, L.P.
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 23, 1998, Charter Communications, Inc. ("CCI"), the company
that ultimately provides management service to the Registrant and its
subsidiaries, along with certain of its affiliates and their respective
shareholders, consummated certain transactions (the "Transactions") with Mr.
Paul G. Allen ("Allen"), pursuant to which Allen acquired "beneficial ownership"
(as such terms is defined in Rule 13d-3 of the Securities and Exchange
Commission, promulgated under the Exchange Act of 1934) of a majority of the
outstanding privately held equity interests of CCI and the various other
entities that together constitute the owners and/or managers of the cable
television systems operated under the name "Charter Communications," including
CharterComm Holdings, LLC, the parent company of Charter Communications
Southeast Holdings, LLC (the "Parent Company"). Prior to the Transactions, the
Parent Company may have been deemed to be "beneficially owned" by Charterhouse
Group International, Inc. The total consideration paid by Allen for CCI stock
was $2,157,000,001, of which $636,890,607 was used by CCI to acquire control of
the Parent Company by purchasing outstanding securities from third parties, as
described below. Allen may also make additional loans of up to $288,250,588 to
CCI and related entities pursuant to the Transactions.
Allen achieved this beneficial ownership by first purchasing
substantially all of the capital stock of CCI, which then owned a 7% membership
interest in CharterComm L.L.C., and a 10% membership interest in CharterComm II,
L.L.C., which were then the parent companies of CharterComm Holdings, L.P., the
predecessor in interest to the Parent Company. With funds contributed by Allen,
CCI then purchased the additional 93% membership interest in CharterComm,
L.L.C., and all of the capital stock of CharterComm II, Inc., which then held a
90% membership interest in CharterComm II, L.L.C., from Charterhouse Equity
Partners, L.P.; Charterhouse Equity Partners II, L.P.; Chef Nominees Limited;
Northern & Midland Nominees Limited; John Hancock Mutual Life Insurance Company;
BancBoston Investments, Inc.; OPUBCO Enterprises, Inc.; Toronto Dominion
Investments, Inc.; Jerald L. Kent; and Barry L. Babcock. CharterComm, L.L.C. and
CharterComm II L.L.C were subsequently merged into CCI. Upon completion of all
purchase transactions through January 5, 1999, Allen owned 93.25% of the capital
stock of CCI which, in turn, owned all of the membership interests in the Parent
Company.
The acquisition of beneficial ownership obligates the Registrant, under
the terms of the Indenture governing its 11.25% Senior Notes due 2006 (the
"Senior Notes"), to make an offer to repurchase all outstanding Senior Notes at
a purchase price equal to 101% of the principle amount thereof plus all accrued
and unpaid interest to the date of purchase within thirty days of the
Transactions.
ITEM 5. OTHER EVENTS.
On December 21, 1998, Charter Communications Southeast, L.P. converted
from a Delaware limited partnership to a Delaware limited liability company and
changed its name to "Charter Communications Southeast Holdings, LLC."
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following are furnished as exhibits to this report: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 14, 1999
CHARTER COMMUNICATIONS SOUTHEAST, LLC
By: /s/ Jerald L. Kent
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Jerald L. Kent
President and Chief Executive Officer
CHARTER COMMUNICATIONS SOUTHEAST
CAPITAL CORPORATION
By: /s/ Jerald L. Kent
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Jerald L. Kent
President and Chief Executive Officer
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