Charter Communications Successful in Bid to Acquire Bresnan Communications.

ST. LOUIS--(BUSINESS WIRE)--June 30, 1999--

Charter Communications, Inc. and Bresnan Communications today announced a definitive agreement under which Charter will acquire Bresnan Communications Company Limited Partnership.

The Bresnan acquisition will bring approximately 690,000 customers to Charter, a Wired World company owned by Paul G. Allen. Bresnan's cable television customers are located largely in Michigan, Minnesota, Wisconsin and Nebraska.

Bresnan is a partnership which includes William J. Bresnan and affiliates (approximately 10%), AT&T Broadband & Internet Services (50%) and affiliates of Blackstone Capital Partners III, a New York- based private equity fund (approximately 40%). Bresnan is the managing general partner. The existing partners of Bresnan Communications Company will receive cash and a small interest in Charter.

Upon closing, anticipated in early 2000, Charter will serve approximately 6.2 million customers as the fourth-largest cable operator in the United States. The transaction provides for both cash and equity consideration and is valued at approximately $3.1 billion. Bresnan was represented by Goldman Sachs & Co., Waller Capital Corp. and Daniels & Associates.

In making the announcement, Jerald L. Kent, President and CEO of Charter, said: "Bill Bresnan and his company have set high standards within the cable industry and Charter is fortunate to be the successor to a legacy of outstanding customer service and new technology." Kent added: "Bresnan has operated one of the best run companies in the cable industry and we look forward to having it join the Charter family. These systems are an exceptional fit with Charter and will extend our cluster of customers in Wisconsin, Minnesota and Michigan to more than 1.35 million. The bulk of the systems will be interconnected with our operations providing excellent synergies and economies of scale."

Bresnan Communications was founded in 1984 by cable industry pioneer William J. Bresnan, previously president of one of the largest cable operators in the U.S. Under his leadership, Bresnan grew from 28,000 subscribers to a company that is expected to be among the country's top 12 cable operators by the closing of this transaction.

"In the cable industry, Bill Bresnan is a true pioneer," said Kent. "He has helped shape and develop an industry and several companies, including Bresnan Communications, that have significantly advanced our technology and our customers' perceptions of cable. His company exemplifies the role that the cable industry plays in deploying advanced technology and new products and services in clustered operations. He and his team have built technically sophisticated systems, many of which are unrivaled by systems throughout the country. One of the most attractive features of this acquisition is the outstanding quality of the personnel that Bill has attracted to the company."

"Bill Bresnan and his team have been great partners. We are proud of them and what they have achieved," noted Mark T. Gallogly, a Senior Managing Director of The Blackstone Group. "This is Blackstone's second partnership with AT&T Broadband. It has been a pleasure to work with them, and we appreciate the tremendous support they have provided us. We believe Charter's vision will successfully take these properties to the next level of interactivity."

Bresnan has an established track record in applying leading-edge technology. By year-end 1998, the company had rebuilt and upgraded the large majority of its systems, and launched high-speed Internet service to markets encompassing nearly half of its homes passed. In partnership with Blackstone, Bresnan acquired in February 1999 more than 400,000 TCI (now AT&T Broadband & Internet Services) subscribers and launched a major capital improvement program to continue to upgrade its new cable operations and interconnect the majority of its systems via fiber optic cable. By the end of 1999, the company anticipates that nearly 85% of its subscribers will be served by hybrid fiber-coaxial systems.

Company President William J. Bresnan said: "Bresnan's customers will be well served by Charter, which has an excellent reputation in the cable industry. As one of Paul Allen's Wired World companies, Charter has significant technological capabilities as well as content and financial resources, all of which enable it to provide advanced telecommunications services to its customers.

"We built our company by providing high-quality technology and programming, award-winning customer service and advanced cable and telecommunications products and services. These are the same goals to which Charter is dedicated. The planned acquisition will not alter Bresnan's aggressive capital program to continue to equip the large majority of its systems with the platform to provide advanced voice, video and data services by year-end 1999."

About Charter

Charter, a Wired World company, is among the country's leading broadband communications companies. Following the close of all pending transactions, Charter will serve more than 6.2 million customers. Charter was ranked as the eighth-fastest growing company in the United States by Inc. magazine on its 1998 Inc. 500 list. J.D. Power & Associates' survey of cable customers ranked Charter among the top three companies based on quality of service in 1998. Charter offers an array of services including cable television under the Charter brand; high-speed Internet access via Charter Pipeline; advanced digital video programming services under the Charter Digital Cable brand and Charter Paging(TM). Headquartered in St. Louis, MO, Charter was acquired by Paul G. Allen in 1998. More information about Charter can be accessed on the Internet at www.chartercom.com.

About Bresnan

Bresnan Communications is a telecommunications and cable television company headquartered in New York. The Company owns and operates cable systems in some 540 communities in the United States, currently serving approximately 656,000 customers (prior to certain pending acquisitions) located primarily in Michigan, Minnesota, Nebraska and Wisconsin. An affiliated company, Bresnan Communications Poland, participates in Poland's telecommunications sector through the construction and operation of broadband networks providing cable television, telephony and high-speed data services to approximately 350,000 customers in the country. More information on Bresnan is available at www.bresnan.com.

About Blackstone

The Blackstone Group is a private investment bank based in New York City. It was founded in 1985 by its Chairman, Peter G. Peterson, and its President and CEO, Stephen A. Schwarzman. Blackstone is a leader in private equity investing, and is currently in the process of investing its Blackstone Capital Partners III fund, which represents approximately $4 billion of equity capital. Blackstone has made numerous investments in cable and communications businesses, often in a corporate partnership format with large communications corporations as well as with regional operators. The Blackstone Group is also engaged in five other business areas, including Mergers and Acquisitions Advisory, Restructuring and Reorganization Advisory, Private Equity Real Estate Investing, Mezzanine Finance, and Liquid Alternative Asset Investing.