UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission file number 0-20843
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
NEVADA 84-1097751
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2839 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
770-468-6800
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.00001 PAR VALUE
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No .
----- -----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB ____.
State issuer's revenues for its most recent fiscal year: $12,951,422
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
The aggregate market value of such stock on March 27, 1998, based on the
average of the bid and asked prices on that date was $30,495,583.
The number of shares of the issuer's common stock outstanding on March 27,
1998 was 43,134,776.
<PAGE>
This Form 10-KSB/A amends the Form 10-KSB filed with the Commission on April 1,
1998, pursuant to the filing requirements under Rule 201 of Regulation S-T to
add the information required in Items 9-12 of Part III thereof.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table lists the name and age of each director and executive
officer of the Company, as well as those persons expected to make a significant
contribution to the Company during 1997. Each director has been elected to
serve until the next annual meeting of stockholders.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
- ---- ----- ---------
Stephen E. Raville 50 Chairman of the Board, Chief Executive Officer
David G. Olson 46 Director, President, Chief Operating Officer
Patrick E. Delaney 44 Director, Chief Financial Officer
Stephen L. Schilling 34 Vice President in charge of Telecommute division
John F. Nort 49 General Manager in charge of Prepaid division
William C. Comee 58 Vice President, International Markets and Former Director
William P. O'Reilly 52 Director
Robert E. Conn 71 Director
F. Scott Yeager 46 Director
Gerald F. Schmidt 57 Director
James H. Dorsey 38 Director
</TABLE>
STEPHEN E. RAVILLE. Mr. Raville has been a director of the Company since
December 14, 1995, Chairman since January 28, 1997 and Chief Executive Officer
since September 12, 1997. Mr. Raville is President of First Southeastern Corp.,
a private investment company. First Southeastern Corp. was formed shortly after
Mr. Raville's departure from Advanced Telecommunications Corporation ("ATC")
where he served as Chairman of the Board and Chief Executive Officer. Prior to
the merger of ATC and Atlanta based TA Communications, Mr. Raville served as a
President of TA Communications. Additionally, he was a partner in the Atlanta
law firm of Hurt, Richardson, Garner, Todd & Cadenhead. Mr. Raville currently
serves on the Board of World Access, Inc., and numerous private concerns.
DAVID G. OLSON. Mr. Olson has been a Director since September 21, 1995 and
President since March 27, 1997. Mr. Olson has an extensive background in the
telecommunications industry. During 1993 and 1994, he served as a consultant to
IDB Communications Group, Inc. ("IDB"), a full service provider of international
telecommunication services and specialized broadcasting services. Prior to that
time, Mr. Olson was Chief Executive Officer of WorldCom, an international
telecommunication company that subsequently became part of IDB. Previous to that
relationship, he was the founder, Chairman of the Board, President, and Chief
Executive Officer of Satellite Transmission and Reception Specialists ("STARS"),
STARS de Mexico, and the Houston International Teleport. STARS provided a full
range of worldwide satellite telecommunication services with offices in Houston,
New York, Los Angeles, and Mexico City.
PATRICK E. DELANEY. Mr. Delaney has been a Director since September 12,
1996. Mr. Delaney has over twenty years of diverse business management
experience in such industries as chemical engineering, insurance and
telecommunications. As Chief Financial Officer of Advanced Telecommunications
Corporation ("ATC"), Mr. Delaney was instrumental in growing ATC's annual
revenues from $50,000,000 to $500,000,000 in less than six years. Mr. Delaney's
other key responsibilities at ATC included directing mergers and acquisitions
activities, which resulted in over fifteen transactions, as well as placing
financing in excess of $250,000,000 in debt and equity. During 1993-1994, Mr.
Delaney served as a board member and Chief Financial Officer for RealCom, Inc.,
the second largest shared tenant services company in the country until its
acquisition by MFS Communications.
STEPHEN L. SCHILLING. Mr. Schilling joined the Company as Chief Operating
Officer on December 1, 1996. On March 1, 1998, Mr. Schilling became Vice
President in charge of the Telecommute division. Mr. Schilling has over 11 years
of experience in the telecommunications industry. Most recently, Mr. Schilling
was Senior Vice President of Business Development and Operations for GE
Capital-ResCom (GECR) where, in addition to general operating responsibilities,
he oversaw strategic development in the areas of product development, technology
direction, and internal process engineering. While at GECR, Mr. Schilling also
established several strategic business relationships with various Bell
organizations. Previously, Mr. Schilling had been with MFS/RealCom, where he
held several positions, most recently as Division Vice President/General
Manager. In that position, he was responsible for overall growth and direction
of MFS/RealCom's South Division including sales, marketing, operations and
business development. Prior to MFS/RealCom, Mr. Schilling held various positions
at National Data Corporation and US Sprint Communications, Inc.
JOHN F. NORT. Mr. Nort is currently the General Manager of the Prepaid
Calling Card division. The founder of WorldLink Communications in 1992, Mr.
Nort sold his company to Charter in 1996 and is responsible for the worldwide
sales and marketing of Pre-Paid Telephone Cards and Services. In 1998, Mr. Nort
founded and remains Chairman of the Board of National Telephone Company as well
as a director/owner of Rent-A-Line Telephone Company.
WILLIAM C. COMEE. Mr. Comee served as a director from September 21, 1995,
until his resignation on February 28, 1997. Prior to his election as Vice
President of International Markets on March 27, 1997, Mr. Comee served the
Company in a consulting capacity. Mr. Comee was primarily responsible for
obtaining the Company's agreement with INTEL, the Panamanian telephone company.
Additionally, Mr. Comee is the founder and President of Charter Trading
Corporation ("CTC"), which has extensive experience in operating U.S. Government
and commercial communication systems overseas. Mr. Comee retired from the U.S.
Army as a Colonel in May 1987. He was Director of Operations, U.S. SouthCom,
and responsible for all U.S. Military activities in Latin America. He also
served as Commander of all U.S. Operational Forces in Central America. CTC
currently provides operation and maintenance services for the U.S. Government
Central American Regional Communications Systems. Additionally, CTC is employed
by the U.S. Government in several classified contracts.
WILLIAM P. O'REILLY. Mr. O'Reilly has been a director since December 14,
1995. Mr. O'Reilly has over 20 years experience in the telecommunication
industry and has initiated several successful business ventures. In 1981, he was
the founder and Chief Executive Officer of Lexitel Corporation, which is
currently part of ALC Communications, Inc. Mr. O'Reilly was also a founder and
Chief Executive Officer of Digital Signal, a leading provider of low-cost fiber
optic capacity to long distance carriers. In 1989, he acquired Military
Communications Corporation ("MCC"). MCC provides international public switched
network services via phone centers to the U.S. military worldwide. Mr. O'Reilly
sold MCC to LDDS in 1997. Mr. O'Reilly is currently Chairman and Chief Executive
Officer of ELTRAX Systems, Inc., a public company.
ROBERT E. CONN. Mr. Conn has been a director since December 14, 1995. Mr.
Conn has been the Senior Telecommunications Counsel at Shaw, Pittman, Potts and
Trowbridge in Washington, D.C. since 1984. Formerly, he held senior level legal
and business executive positions with MCI, and with WUI before it became an MCI
subsidiary. Mr. Conn's principal activities at Shaw Pittman have been in
international communications. He has represented major U.S. international
carriers, as well as the corporate users of their services, before the FCC and
other Federal and State administrative, executive, legislative, and judicial
agencies. He has also advised clients in their relations with major
telecommunications organizations, including the I.T.U., Intelsat, Inmarsat, and
foreign telecommunications regulatory and service-providing bodies. Mr. Conn
was a member of the Board of Directors of STARS, of WorldCom before it became
part of IDB and later LDDS WorldCom, and of WUI.
F. SCOTT YEAGER. Mr. Yeager has been a director since February 26, 1996.
Mr. Yeager has extensive experience in the communications industry and has
founded both Network Communications Inc., a company created to install, own and
operate a fiber optic network in Houston, Texas to compete with Southwestern
Bell Telephone Company, and YSA Inc., a systems integrator of fiber optic
components, including cable connectors, test equipment and multiplexers. In
1989, following the purchase of Network Communications Inc., by MFS, Mr. Yeager
became City Director of MFS of Houston, Inc. In 1991, he developed the concept
of high speed data-networking over the MFS fiber infrastructure. In 1992, he
became Vice President of Sales and Distribution of MFS Datanet, Inc., where he
developed the sales organization and marketing approach of MFS Datanet. Mr.
Yeager currently serves a Vice President of Business Development of MFS Global
Services, Inc.
GERALD F. SCHMIDT. Mr. Schmidt joined the Company as a director on February
28, 1997. Mr. Schmidt is Chairman, a director and a shareholder of Cordova
Technologies, Inc. As Chairman, he is responsible for the major policy decisions
of the General Partner and the Partnership. Mr. Schmidt is a co-founder of
Cordova Capital and also President of Cordova Capital Inc. and Cordova Capital
II, Inc., and is a shareholder and member of the Board of Directors of each. A
major portion of his career was spent with Jostens, Inc., a publicly-traded NYSE
company on the Standard & Poor's 500, based in Minneapolis and involved in the
manufacturing and sale of motivation and recognition products to educational
institutions and companies. While there, he was responsible for $170 million in
sales through more than 500 independent sales representatives and led a sales
and design team that won the opportunity to produce the gold, silver and bronze
medals for the games of the XXIII Olympiad held in Los Angeles. Upon leaving
Jostens in 1984, he spent five years as senior vice president of O'Neill
Developments, Inc., a privately-held merchant developer of real estate
properties headquartered in Atlanta. Mr. Schmidt left in 1988 to join Manderson
& Associates, where Cordova Capital was founded. Mr. Schmidt serves on the Board
of Directors of USBA Holdings, Ltd., a financial services company providing
products and services to banks, Investors Financial Group, Inc., a full service
broker-dealer, and Premis Corporation, a publicly traded NASDAQ company that
designs, develops and markets software systems for point of sale.
JAMES H. DORSEY. Mr. Dorsey is currently the founder and CEO of Boom, Inc.,
with offices in New York City and Florida. This new venture, aimed at the Baby
Boomer Generation, is a discount membership club set up as a multimedia company,
comprised of a TV show, a Web Site and a magazine. In addition, Mr. Dorsey is
the founder and President of three Florida based companies: Landmark Design
Custom Builders, LLC, Dorsey Realty Investments, LLC, and Dorsey Investments
Properties, LLC, all headquartered in Delray Beach, Florida. The three companies
buy and develop properties in Miami Beach, Colorado and Jackson Hole, Wyoming,
concentrating in new construction as well as renovation. In 1989, Mr. Dorsey
founded American Hydro-Surgical Instruments, Inc., also in Delray Beach, and
served as President, CEO and Chairman of the Board for the next six years. Begun
with the design for a single product for the growing field of laparoscopic
surgery, the company recorded sales of 20 million dollars in 1995 and had 175
employees including a national sales force and close to 200 products. Mr. Dorsey
was awarded 14 patents for surgical products issued in his name. In 1995, the
company was merged with CR Bard, a leader in the pharmaceutical industry. Mr.
Dorsey served as a full time medical consultant for CR Bard for a year, and
since then has been retained as a patent and product consultant. From 1989 to
1992, Mr. Dorsey also served as President and CEO of Sigmatec Medical Inc., in
Delray Beach, a company he founded to serve South Florida as a sales
organization for American Hydro Surgical Instruments, Inc. With sales of 3.5
million, Sigmatec was merged with American Hydro Surgical Instruments in 1992.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
The Company filed to register its Common Stock under Section 12(g) of the
Exchange Act of June 11, 1996 which registration became effective 60 days after
such filing. To the knowledge of the Company, the following persons have filed
late reports pursuant to Section 16 relating to their beneficial ownership of
securities of the Company:
On June 11, 1997, David G. Olson filed a Form 4 relating to the purchase of
250,000 shares of stock on January 29, 1997, by the Aurum Group Limited
Partnership ("AURUM"). Mr. Olson may be deemed the beneficial owner of the
common stock of the Company held by AURUM. The Form 4 also recorded the
disposition of 876,815 shares of stock in a division of marital property on
March 18, 1997. The Form 4 was filed one day late related to the following
disposition transactions on May 27, 1997: the disposition of 227,500 shares for
a division of marital property, and gifts in the amount of 10,000, 20,000,
10,000 and 5,000 shares.
In November 1997, AURUM was issued 65,000 shares of stock. To the Company's
knowledge a Form 4 has not yet been filed reporting such acquisition.
On January 10, 1998, Steven E. Raville filed a Form 4 to report the
ownership of 166,666 shares of convertible securities from a debenture issued on
August 16, 1997.
In December 1996, Mr. Schilling was issued an option to purchase 250,000 of
common stock, vesting 25% on each one year anniversary date of issuance.
Accordingly, in December 1997, such option vested as to 62,500 shares. Mr.
Schilling has not yet filed a Form 4 reporting the beneficial ownership of such
shares, nor has he yet reported the acquisition of 10,000 shares from an
affiliate of the Company in May 1997.
ITEM 10. EXECUTIVE COMPENSATION.
The following table summarizes the compensation paid by the Company to its
Chief Executive Officer and all the executive officers of the Company whose
salary and bonus from the Company for services rendered during 1997 exceeded
$100,000. Information is not included for any persons not serving as an
executive officer of the Company as of December 31, 1997.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Restricted Securities
Name and Principal Other Annual Stock Underlying LTIP
Position Year Salary Bonus Compensation Awards Options/SARs Payouts
- ------------------ ---- ------ ----- ------------ ---------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen E. Raville
Chief Executive Officer 1997
David G. Olson 1997 $100,000(1)
President and Chief 1996 $100,000(1)
Operating Officer 1995 $100,000(1)
Patrick E. Delaney 1997 $100,000
Chief Financial Officer
John F. Nort 1997 $100,000
General Manager - Prepaid
Calling Card Division
Stephen L. Schilling 1997 $100,000 250,000(3)
Vice President
Telecommute Division
William C. Comee 1997 $100,000(2)
Vice President 1996 $100,000(2)
International Division 1995 $100,000(2)
<FN>
(1) Potere Management, Inc., a corporation affiliated with Mr. Olson, entered
into a consulting agreement with the Company in January 1994 under which
the Company was obligated to pay $100,000 per annum. The agreement expired
on December 31, 1997.
(2) Charter Trading Corporation, a company of which Mr. Comee is President and
principal stockholder, entered into a consulting agreement with the Company
under which the Company was obligated to pay $100,000 per annum. The
agreement expired on December 31, 1997.
(3) Mr. Schilling was granted 250,000 options to purchase the Company's common
stock at a price of $1.00 per share, which option expires December 1, 2003
and vests in four equal annual installments. Such option grant represents
12% of the options granted to all employees during 1997. At December 31,
1997, such option had vested as to 62,500 shares with a value of $11,718
and 187,500 shares with a value of $35,134 were not yet vested.
</TABLE>
No options were granted to the named executives as compensation other than the
250,000 granted to Mr. Schilling; however, Aurum and Potere (entities affiliated
with Mr. Olson) and Mr. Delaney and Mr. Raville received warrants for certain
personal guartanties as disclosed in Item 12 hereof. Aurum and Potere exercised
options/warrants for 160,000 shares during 1996 at an exercise price of $.70 per
share. The aggregate value of such shares was $260,000 as of December 31, 1996.
Aurum and Potere continued to hold options/warrants for 308,721 shares at an
exercise price ranging from $.70 to $2.00 per share with an aggregate value at
December 31, 1996 of $501,671. Mr. Delaney held warrants for 30,000 shares at an
exercise price of $1.00 with an aggregate value of $5,625. Mr. Comee held
warrants for 52,709 shares at an exercise price of $.70 with an aggregate value
of $25,695. Mr. Raville held warrants/options for 331,043 shares with an
exercise price ranging from $.70 to $3.00 with an aggregate value of $104,852.
The Company has adopted a 1996 Nonemployee Director Stock Option Plan
pursuant to which 1,000,000 shares of the Company's Common Stock have been
reserved for issuance to Nonemployee directors of the Company. Options are
granted with an exercise price at fair market value on the date of grant, are
exercisable upon the one year anniversary of the date of grant and expire upon
the earliest to occur of (i) ten years after the date of grant, (ii) one year
after the recipient ceases to be a director of the Company by reason of death or
disability, or (iii) three months after the recipient ceases to be a director of
the Company for any reason other than death or disability. To date, the Company
has granted options to purchase 100,000 shares under the plan to each of the
following persons: Robert E. Conn, Stephen E. Raville, William P. O'Reilly, F.
Scott Yeager, Jerry Schmidt and James H. Dorsey. The options vest in 25,000
share increments on each one year anniversary date of election to the board of
directors. As of December 31, 1997, Messrs. Conn, Raville and O'Reilly were
vested in 50,000 options and Mr. Yeager was vested in 25,000 options.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 31, 1998, information regarding the
ownership of Common Stock of the company owned by (i) each person (or "group"
within the meaning of Section 13(d)(3) of the Security Exchange Act of 1934)
known by the Company to own beneficially more than 5% of the Common Stock; (ii)
each director of the Company, (iii) each of the named executive officers and
(iv) all officers and directors of the Company as a group.
<TABLE>
<CAPTION>
March 31, 1998
----------------
Beneficial Owners Number % of Total
- ----------------- ------ ----------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
William C. Comee 1,275,835(1) 2.9%
Robert E. Conn 143,188(2) *
Patrick E. Delaney 2,805,423(3) 6.5%
William P. O'Reilly 570,056(4) 1.3%
David G. Olson 1,428,035(5) 3.3%
F. Scott Yeager 230,000(6) *
Stephen E. Raville 6,775,930(7) 15.7%
Gerald F. Schmidt 3,025,000(8) 7.0%
John F. Nort 385,144 *
Stephen L. Schilling 172,500(9) *
James H. Dorsey 397,500(10) *
EXECUTIVE OFFICERS AND DIRECTORS
AS A GROUP: 17,208,611 39.9%
<FN>
The business address for each of the above persons is 2839 Paces Ferry Road,
Suite 500, Atlanta, Georgia 30339.
(1) Includes 400,000 shares owned by spouse and 10,000 owned by child, the
ownership of which is disclaimed, and warrants to purchase 20,709 shares at
$0.70 per share and 32,000 shares at $0.70-$2.50 per share.
(2) Includes the vested portion of Nonemployee Director option of 50,000 shares
at $0.70 per share, and warrants to purchase 20,709 shares at $0.70 per
share.
(3) Includes 45,423 shares owned by family members, the ownership of which is
disclaimed; and warrants to purchase 30,000 shares of $1.00 per share.
(4) Includes the vested portion of Nonemployee Director option 50,000 shares at
$0.70, and warrants to purchase 103,543 shares at $0.70 per share.
(5) The shares are owned by the Aurum Group Limited Partnership. Mr. Olson may
be deemed the beneficial owner of the shares owned by The Aurum Group
Limited Partnership and Potere Management, Inc., which holds an option to
purchase 50,000 shares at $2.00 per share. Includes options to purchase
50,000 shares at $0.70 per share; warrants to purchase 108,721 shares at
$0.70 per share, and warrants to purchase 100,000 shares at $1.00 per
share.
(6) Includes shares owned by minor children, the ownership of which is
disclaimed, and the vested portion of Nonemployee Director option of 50,000
shares at $0.70 per share.
(7) Includes warrants to purchase 103,543 shares at $0.70 per share; the vested
portion Nonemployee Director option of 50,000 shares at $0.70 per share;
warrants to purchase 30,000 shares at $1.00 per share; and warrants to
purchase 97,500 shares at $3.00 per share, such warrants have not yet been
issued and the amount thereof has not finally been determined but
represents the current estimate by the parties of the number of such
warrants.
(8) Includes 3,000,000 shares owned by Cordova Capital Partners LP Enhanced
Appreciation, an investment Limited Partnership of which Cordova Capital is
general partner, the ownership of shares is disclaimed; and the vested
portion of Nonemployee Director option of 25,000 shares at $1.00 per share.
(9) Includes vested portion of Long-Term Stock Option of 62,500 at $1.00 per
share.
(10) Includes warrants to purchase 97,500 shares at $3.00 per share, such
warrants have not yet been issued and the amount thereof has not finally
been determined but represents the current estimate by the parties of the
number of such warrants.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has a consulting agreement with Charter Trading Corporation ("CTC"),
a company of which William C. Comee is President and principal stockholder,
pursuant to which the Company pays CTC $100,000 per annum for consulting
services, including the services of Mr. Comee. The Company has a similar
arrangement with Potere Management, Inc., of which David G. Olson is President
and controlling shareholder. Each agreement expired on December 31, 1997.
During 1997 and 1996, CTC administered payroll for certain Charter Panama
employees and received 15% in excess of the payroll amount to cover related
payroll taxes, benefits and administrative costs, which totaled approximately
$30,000 for each year. Additionally, the Company subleased office space from
CTC for $2,000 per month during 1996.
During 1996 and part of 1997, the Company leased office space from a
company whose only shareholder was Billie C. Holbert. The Company has a five
year lease agreement with monthly payments of $9,800. Mr. Holbert also owned in
excess of 90% of the capital stock of PDS at the time of the acquisition of PDS
by the Company and was a member of the board of directors and an officer of the
Company until his resignation on January 17, 1997. Mr. Holbert also owned 10% of
PDN at the time of its acquisition by the Company. In connection with the
acquisition of PDS, the Company granted piggyback registration rights to the
former stockholders of PDS covering 1,000,000 shares of Common Stock in the
aggregate, including shares owned by Mr. Holbert as a result of the acquisition
of PDS and PDN. During 1997, Mr. Holbert resigned as a director and officer of
the Company and the property leased by the Company was sold to an unaffiliated
company, which assumed the lease for the same terms.
In consideration for personal guaranties issued by Aurum, Mr. Raville and
Mr. Delaney for certain of the Company's bank debt, on February 28, 1997, the
Company granted 100,000, 30,000, and 30,000, respectively, warrants to purchase
shares of Common Stock at $1 per share. The warrants are exercisable for five
years and contain other customary terms and provisions.
During 1997, the Company entered into a five year operating lease of earth
station equipment located in Panama, Costa Rica and Nicaragua. James H. Dorsey
and a company affiliated with Mr. Raville are the lessors. The lease
obligations total approximately $70,000 per annum payable quarterly in arrears.
In conjunction with the lease, the Company issued 195,000 warrants, which grant
the lessors the right to purchase shares of the Company's common stock at a
price of $3.00 per share.
<PAGE>
SIGNATURES
IN ACCORDANCE WITH SECTION 13 OR 15(d) OF THE EXCHANGE ACT, THE REGISTRANT
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED.
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
/s/ STEPHEN E. RAVILLE
By: --------------------------------------- Date: April 30, 1998
STEPHEN E. RAVILLE, CHIEF EXECUTIVE OFFICER
