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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 Holdings, LLC
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Charter Communications Southeast Holdings Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-3774 43-1728405
43-1740264
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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 Holdings, 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 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.
This acquisition of beneficial ownership obligates the Registrant,
under the terms of the Indenture governing its Senior Secured Discount
Debentures due 2007 (the "Notes"), to make an offer to repurchase all
outstanding 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 Holdings, 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
HOLDINGS, LLC
By: /s/ Jerald L. Kent
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Jerald L. Kent
President and Chief Executive Officer
CHARTER COMMUNICATIONS SOUTHEAST
HOLDINGS CAPITAL CORPORATION
By: /s/ Jerald L. Kent
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Jerald L. Kent
President and Chief Executive Officer
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