<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1996
REGISTRATION NO. 333-3774
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 HOLDINGS, L.P.
CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS
CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
43-1728405
DELAWARE 4841 43-1740264
(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>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AT MATURITY TO PROPOSED MAXIMUM AGGREGATE
SECURITIES BE OFFERING PRICE PRINCIPAL AMOUNT AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT AT MATURITY REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Series B Senior Secured
Discount Debentures due
2007........................ $146,820,000 51.083% $146,820,000 $50,628(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 HOLDINGS, L.P.
CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS 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; Certain
Federal Income Tax Consequences; Description of
Debentures; Risk Factors
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; Risks Factors;
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 HOLDINGS, L.P.
CHARTER COMMUNICATIONS SOUTHEAST
HOLDINGS CAPITAL CORPORATION
OFFER TO EXCHANGE ITS
SERIES B SENIOR SECURED DISCOUNT DEBENTURES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OF ITS OUTSTANDING
SENIOR SECURED DISCOUNT DEBENTURES DUE 2007
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 Holdings, L.P., a Delaware limited
partnership ("Charter Holdings"), and Charter Communications Southeast Holdings
Capital Corporation, a Delaware corporation and a wholly-owned subsidiary of
Charter Holdings ("Holdings Capital" and, together with Charter Holdings, 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 $146,820,000 principal amount
at maturity of their Series B Senior Secured Discount Debentures due 2007 (the
"New Debentures") in exchange for an identical principal amount at maturity of
outstanding Senior Secured Discount Debentures due 2007 (the "Old Debentures"
and, together with the New Debentures, the "Debentures"). The terms of the New
Debentures are identical in all material respects to the terms of the Old
Debentures except that the registration and other rights relating to the
exchange of Old Debentures for New Debentures and the restrictions on transfer
set forth on the face of the Old Debentures will not apply to or appear on the
New Debentures. See "The Exchange Offer." The New Debentures 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
Debentures issued pursuant to the Exchange Offer in exchange for Old Debentures
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 Debentures 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 Debentures. The Debentures are the joint and several
obligations of the Issuers, which are the sole obligors with respect to the
Debentures.
The Debentures are senior obligations of the Issuers secured by Charter
Holdings' direct and indirect partnership interests in Charter Southeast 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 Debentures.
Charter Holdings is a holding company that conducts substantially all of its
business through its subsidiaries, and the Debentures 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 Holdings and its subsidiaries (including trade payables) would have been
approximately $630.5 million, all of which, except for the Debentures, would
have been obligations of Charter Holdings' 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 Debentures.
Each broker-dealer that receives New Debentures 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 Debentures. 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
Debentures received in exchange for Old Debentures where such Old Debentures
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 Debentures
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 Debentures, they will promptly return the Old Debentures to
the holders thereof. See "The Exchange Offer."
Prior to this Exchange Offer, there has been no public market for the Old
Debentures or the New Debentures. To the extent that Old Debentures are tendered
and accepted in the Exchange Offer, a holder's ability to sell untendered Old
Debentures could be adversely affected. If a market for the New Debentures
should develop, the New Debentures could trade at a discount from their
principal amount. The Issuers do not currently intend to list the New Debentures
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 Debentures will develop.
The Exchange Agent for the Exchange Offer is Boatmen's Trust Company.
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 Holdings.
3.2 Amended and Restated Agreement of Limited Partnership of Charter Holdings.
3.3 Certificate of Incorporation of Holdings Capital.
</TABLE>
<TABLE>
<C> <S>
3.4 By-laws of Holdings Capital.
4.1 Indenture dated March 15, 1996 among the Issuers and Boatmen's Trust Company, 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 Debenture (included in Exhibit 4.1).
4.5 Form of New Debenture (included in Exhibit 4.1).
5.1 Opinion of Paul, Hastings, Janofsky & Walker, including consent.
8.1 Tax opinion of Paul, Hastings, Janofsky & Walker.
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.
</TABLE>
II-1
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- ----------------------------------------------------------------------------------
<C> <S>
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.
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
Holdings, 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 Boatmen's Trust Company, 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
II-2
<PAGE> 6
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 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.
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 post-effective 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 HOLDINGS, L.P.
By: CHARTER COMMUNICATIONS HOLDINGS
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
- ------------------------------------------ ------------------------------------ --------------
<C> <S> <C>
/s/ JERALD L. KENT President, Chief Financial Officer July 25, 1996
- ------------------------------------------ (Principal Financial Officer) and
Jerald L. Kent Director of Holdings Capital and
Holdings Properties
/s/ BARRY L. BABCOCK Chairman and Director of Holdings July 25, 1996
- ------------------------------------------ Capital and Holdings Properties
Barry L. Babcock
/s/ HOWARD L. WOOD Chairman of the Management Committee July 25, 1996
- ------------------------------------------ and Director of Holdings Capital
Howard L. Wood and Holdings Properties
/s/ THOMAS C. DIRCKS Director of Holdings Properties July 25, 1996
- ------------------------------------------
Thomas C. Dircks
/s/ DONALD J. VOLLMAYER Controller of Holdings Capital and July 25, 1996
- ------------------------------------------ Holdings 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
HOLDINGS 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
- ------------------------------------------ ----------------------------------- --------------
<C> <S> <C>
/s/ JERALD L. KENT President, Chief Financial Officer July 25, 1996
- ------------------------------------------ (Principal Financial Officer) and
Jerald L. Kent Director of Holdings Capital and
Holdings Properties
/s/ BARRY L. BABCOCK Chairman and Director of Holdings July 25, 1996
- ------------------------------------------ Capital and Holdings Properties
Barry L. Babcock
/s/ HOWARD L. WOOD Chairman of the Management July 25, 1996
- ------------------------------------------ Committee and Director of
Howard L. Wood Holdings Capital and Holdings
Properties
/s/ THOMAS C. DIRCKS Director of Holdings Properties July 25, 1996
- ------------------------------------------
Thomas C. Dircks
/s/ DONALD J. VOLLMAYER Controller of Holdings Capital and July 25, 1996
- ------------------------------------------ Holdings Properties
Donald J. Vollmayer
</TABLE>
II-5
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- -------- ------------------------------------------------------------------------ ------------
<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 Holdings. ................
3.2 Amended and Restated Agreement of Limited Partnership of Charter
Holdings. ..............................................................
3.3 Certificate of Incorporation of Holdings Capital. ......................
3.4 By-laws of Holdings Capital. ...........................................
4.1 Indenture dated March 15, 1996 among the Issuers and Boatmen's Trust
Company, 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 Debenture (included in Exhibit 4.1). .......................
4.5 Form of New Debenture (included in Exhibit 4.1). .......................
5.1 Opinion of Paul, Hastings, Janofsky & Walker, including consent. .......
8.1 Tax opinion of Paul, Hastings, Janofsky & Walker. ......................
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. ..........................
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- -------- ------------------------------------------------------------------------ ------------
<C> <S> <C>
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 Holdings, 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 Boatmen's Trust Company, as Trustee, on
Form T-1. ..............................................................
99.1 Form of Letter of Transmittal. .........................................
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Amendment No. 2 to Registration Statement No.
333-3774 of Charter Communications Southeast Holdings, L.P. and Charter
Communications Southeast Holdings Capital Corporation of our report dated March
5, 1996, relating to the financial statements of the Cable Systems of
CableSouth, Inc. as of December 31, 1993 and 1994, and for each of the three
years in the period ended December 31, 1994 and for the five-month period ended
May 31, 1995 appearing in the Prospectus, which is part of such Registration
Statement, and to the reference to us under the heading "Independent Certified
Public Accountants" in such Prospectus.
DELOITTE & TOUCHE LLP
Birmingham, Alabama
July 22, 1996
