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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): October 1, 1999
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CHARTER COMMUNICATIONS HOLDINGS, LLC
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CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
333-77499 43-1843179
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333-77499-01 43-1843177
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Commission File Number (Federal Employer
Identification Number)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
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ITEM 2 ACQUISITION OF ASSETS.
On October 1, 1999, Charter Communications Holdings, LLC (the
"Company"), through certain of its subsidiaries, acquired from InterMedia
Partners Southeast and its affiliates ("InterMedia"), certain equity interests
and assets of cable systems serving approximately 412,000 customers in North
Carolina, South Carolina, Georgia and Tennessee (collectively, the "InterMedia
Systems"). The Company paid to the sellers $904 million in cash and exchanged
company-operated cable systems serving approximately 114,000 customers located
in Indiana, Montana, Utah and northern Kentucky.
At the closing, the Company retained a cable system located in Indiana
serving approximately 30,000 customers for which the Company was unable to
obtain the necessary regulatory approvals. The Company agreed to retain
ownership and bear the risk of loss associated with this cable system until such
approvals can be obtained. In the event that the necessary regulatory approvals
are not obtained by November 5, 1999, InterMedia may elect to receive other
properties from us that are mutually acceptable.
If the necessary regulatory approvals cannot be obtained for the
transfer of the Indiana system by November 5, 1999 and the Company is unable to
transfer to InterMedia satisfactory replacement systems before April 1, 2000,
the Company must pay InterMedia approximately $88.2 million in cash. In
addition, if the Company transfers cash or property other than the retained
Indiana system to InterMedia, in certain circumstances, the Company must
indemnify InterMedia 50% of all taxes and associated costs incurred or arising
out of any claim that InterMedia suffered tax losses to which it would not have
been subject to if the Company had transferred the retained Indiana system in
October 1999.
This transaction after giving effect to the transfer of the retained
Indiana system will result in a net increase of approximately 268,000 customers
concentrated in the southeast and southern regions of the U.S. For the six
months ended June 30, 1999, the InterMedia Systems had revenues of $100.6
million. For the year ended December 31, 1998, the InterMedia Systems had
revenues of $176.1 million.
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ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not required.
(b) Pro forma financial information.
Not required.
(c) Exhibits.
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between InterMedia Partners of West Tennessee, L.P. and
Charter Communications, LLC (incorporated by reference to
Exhibit 2.6(a) to Amendment No. 2 to the Registration
Statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital
Corporation filed on June 21, 1999, File No. 333-77499)
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between
TCID 1P-V, Inc. and Charter Communications, LLC
(incorporated by reference to Exhibit 2.6(b) to Amendment
No. 2 to the Registration Statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 21, 1999, File
No. 333-77499)
2.6(c) RMG Purchase Agreement, dated as of April 20, 1999,
between Robin Media Group, Inc., InterMedia Partners of
West Tennessee, L.P. and Charter RMG, LLC (incorporated by
reference to Exhibit 2.6(c) to Amendment No. 2 to the
Registration Statement on Form S-4 of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation Registration Statement filed
on June 21, 1999, File No. 333-77499)
2.6(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications,
LLC, Charter Communications Properties, LLC, and Marcus
Cable Associates, L.L.C. (incorporated by reference to
Exhibit 2.6(d) to Amendment No. 2 to the Registration
Statement on Form S-4 of Charter Communications Holdings,
LLC and Charter Communications Holdings Capital
Corporation filed on June 21, 1999, File No. 333-77499)
2.6(e) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.
(incorporated by reference to Exhibit 2.6(e) to Amendment
No. 2 on Form S-4 to the Registration Statement of Charter
Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation filed on June 21, 1999, File
No. 333-77499)
2.6(f) Amendment to Asset Exchange Agreement, made as of October
1, 1999, by and among InterMedia Partners Southeast and
Charter Communications, LLC, Charter Communication
Properties, LLC and Marcus Cable Associates, L.L.C.
(incorporated by reference to exhibit 2.6(f) to Amendment
No. 3 to the Registration Statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999, File No.
333-83887)
2.6(g) Common Agreement, dated April 20, 1999, between InterMedia
Partners, InterMedia Partners Southeast, InterMedia
Partners of West Tennessee, L.P., InterMedia Capital
Partners IV, L.P., InterMedia Partners IV, L.P., Brenmor
Cable Partners, L.P., TCID 1P-V, Inc., Charter
Communications, LLC, Charter Communications Properties,
LLC, Marcus Cable Associates, L.L.C. and Charter RMG, LLC
(incorporated by reference to Exhibit 2.6(g) to Amendment
No. 3 to the Registration Statement on Form S-1 of Charter
Communications, Inc. filed on October 18, 1999, File No.
333-83887)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings, LLC has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS, LLC, a registrant
Dated October 18, 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)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications Holdings Capital Corporation has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS CAPITAL CORPORATION, a
registrant
Dated October 18, 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)
