<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1998               Commission File
                                                                No.
                                                             33-72468
                                                            33-72468-01

                             THE HELICON GROUP, L.P.
             (Exact name of registrant as specified in its charter)
<TABLE>

<S>                              <C>                                  <C>       
         DELAWARE                               4841                       22-3248703
(State or other jurisdiction of     (Primary Standard Industrial       (I. R. S. Employer 
incorporation or organization)      Classification Code Number)        Identification No.)
</TABLE>

                              HELICON CAPITAL CORP.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S>                           <C>                                      <C>       
         DELAWARE                   4841                                     22-3248702
(State or other jurisdiction of     (Primary Standard Industrial       (I. R. S. Employer 
incorporation or organization)      Classification Code Number)        Identification No.)
</TABLE>

                               630 PALISADE AVENUE
                       ENGLEWOOD CLIFFS, NEW JERSEY 07632

                                 (201) 568-7720
               (Address, including Zip Code and telephone number,
        including area code, of registrants' principal executive offices)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      NONE

         INDICATE BY CHECK MARK WHETHER THE REGISTRANTS: (1) HAVE FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANTS WERE REQUIRED TO FILE SUCH REPORTS), AND (2) HAVE BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO______

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 REGULATION S-K IS NOT CONTAINED HEREIN, AND 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-K OR ANY AMENDMENT TO THIS
FORM 10-K.

         THE AGGREGATE MARKET VALUE OF THE VOTING STOCK (COMMON STOCK) HELD BY
NON-AFFILIATES OF THE REGISTRANTS: NOT APPLICABLE.

         THE NUMBER OF SHARES OUTSTANDING OF THE COMMON STOCK OF HELICON CAPITAL
CORP., AS OF MARCH 31, 1999:100

                      DOCUMENTS INCORPORATED BY REFERENCE:

   REGISTRATION STATEMENT NO. 33-72468 ON FORM S-4 EFFECTIVE, FEBRUARY 3, 1994


     -----------------------------------------------------------------------


<PAGE>



                                TABLE OF CONTENTS
                                    FORM 10-K

<TABLE>
<CAPTION>

PART I                                                             PAGE
------                                                             ----
<S>                                                             <C>   
ITEM 1.  BUSINESS                                                   1
ITEM 2.  PROPERTIES                                                13
ITEM 3.  LEGAL PROCEEDINGS                                         14
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       14
                                                                  
                                                                  
PART II                                                           
-------                                                           
                                                                  
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED        
                  STOCKHOLDER MATTERS                              15
ITEM 6.  SELECTED FINANCIAL DATA                                   15
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL        
                  CONDITION AND RESULTS OF OPERATIONS              15
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               22
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON         
                       ACCOUNTING AND FINANCIAL DISCLOSURE         23
                                                                  
PART III                                                          
--------                                                          
                                                                  
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT        23
ITEM 11. EXECUTIVE COMPENSATION                                    24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS          
                  AND MANAGEMENT                                   26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            27
                                                                  
                                                                  
PART IV                                                           
-------                                                           
                                                                  
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND             
                  REPORTS ON FORM 8-K                              30
                                                                  
SIGNATURES                                                         34
                                                                  
                                                              
</TABLE>


<PAGE>







PART I
------

ITEM 1.  BUSINESS
GENERAL
         The Helicon Group, L.P. ("THGLP" or the "Company") was organized as a
limited partnership on August 10, 1993 under the laws of the state of Delaware
to consolidate the ownership interests of Helicon Group, Ltd. ("Helicon"),
Terrebonne Cablevision, L.P., Roxboro Cablevision Associates, L.P. and Vermont
Cablevision Associates, L.P. (collectively, the "Predecessor Companies") in
connection with a roll-up plan completed on November 3, 1993 (the "roll-up"). As
a result of the roll-up, the Company acquired substantially all of the operating
assets and agreements of all the cable television systems, which were previously
owned by the Predecessor Companies. The stockholders and the partners of the
Predecessor Companies became limited partners of the Company. The Company
operates under the name "Helicon Cable Communications". The general partner of
the Company is Baum Investments, Inc., a Delaware corporation, which is 100%
owned by Mr. Baum. On April 8, 1996, the Company became 99% owned by Helicon
Partners I, L.P. (HPI) and 1% owned by the Baum Investments, Inc., the general
partner, (See "Certain Relationships and Related Transactions" section). The
Company is managed by Helicon Corp., an affiliated management company.

         On March 22, 1999, Helicon Partners I, L. P., Baum Investments, Inc.
and all the holders of partnership interests in HPI entered into a purchase
agreement by and among Charter Communications, Inc, Charter Communications, LLC
and Charter Helicon, LLC (collectively the "Charter Entities") providing for the
sale of all such partnership interests and Helicon Corp.'s interest in the
management agreements with THGLP and HPI Acquisition Co, LLC to the "Charter
Entities. The sale price is $550 million which amount will be reduced by any
outstanding indebtedness assumed by the Charter Entities.

         Helicon Capital Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company, was formed solely to be an co-issuer along with the
Company of $115,000,000 aggregate principal amount of 11% Senior Secured Notes
(the "Senior Secured Notes"). Helicon Capital Corp. had nominal assets as of
December 31, 1997 and 1998 and had no operations from the date of incorporation
to December 31, 1998.

         Helicon Telephone Co., a Delaware corporation, is a wholly owned
subsidiary and Helicon Telephone Pennsylvania, LLC, a Pennsylvania limited
liability company, is a 99% owned subsidiary of the Company. Such subsidiaries,
along with certain other 99% owned limited liability companies which have not
yet commenced operations, were formed for the purpose of providing local
exchange, intrastate and interstate telecommunications services. As of December
31, 1998, Helicon Telephone Co., Helicon Telephone Pennsylvania, LLC, and the
other 99% owned limited liability companies had nominal assets and had no
operations from the dates of incorporation to December 31, 1998. On December 16,
1996, Helicon Telephone Company, LLC filed an application with the Pennsylvania
Public Utility Commission for certification as a competitive local exchange
carrier ("CLEC") in the service territory of Bentleyville Telephone Company. As
of December 31, 1998, this application was still pending. The Company is also in
the process of applying for certification as a CLEC in several other states. At
this time, the Company does not provide any common carrier services as a CLEC.



                                                                    Page 1 of 34
<PAGE>



         The Company operates cable television systems located in Pennsylvania,
West Virginia, North Carolina, Louisiana, Vermont and New Hampshire (the
"Systems"). At December 31, 1998, the Company's cable television systems passed
approximately 137,178 homes with 98,700 subscribers (customers). The Company has
typically established itself in a state through a large acquisition and has
added to the initially acquired system through acquisitions of nearby systems
and line extensions. In addition to acquisitions of systems in the ordinary
course of its business, the Company acquired large groups of subscribers in 1989
in Terrebonne and LaFourche, Louisiana, in 1992 in Barre and St. Johnsbury,
Vermont and Haverhill, New Hampshire and in 1997 in Watauga County, Blowing
Rock, Beech Mountain and the Town of Boone, North Carolina. The Company also
provides dial tone internet service ("ISP business") under the name of "Helicon
OnLine" to approximately 15,000 customers in Pennsylvania and Vermont.

         Helicon Corp. is responsible for the day-to-day management of the
Systems pursuant to an existing management agreement. Helicon Corp. is owned and
controlled by Mr. Theodore Baum. Management fees relating to the Systems are
payable monthly in an amount equal to five percent (5%) of gross revenues from
the operation of the Systems subject to certain limitations.

         A cable television system receives television, radio and data signals
at the system's "headend" site by means of over-the-air antennas, microwave
relay systems and satellite earth stations. These signals are then modulated,
amplified and distributed, primarily through coaxial and fiber optic
distribution systems, to deliver a wide variety of channels of television
programming, primarily entertainment and informational video programming to the
homes of subscribers who pay fees for this service generally on a monthly basis.
A cable television system may also originate its own television programming and
other information services for distribution through the system. Cable television
systems generally are constructed and operated pursuant to non-exclusive
franchises or similar licenses granted by local governmental authorities for a
specified period of time.

         The Company's Systems offer customers various levels of cable services
consisting of broadcast television signals of local network affiliates,
independent and educational television stations, a limited number of television
signals from so-called "super stations," numerous satellite-delivered,
non-broadcast channels, programming originated locally by the respective cable
television system and informational displays featuring news, weather, stock
market and financial reports and public service announcements. For an extra
monthly charge, the Systems also offer "premium" television services to their
customers. For an additional event charge, the Systems offer pay-per-view
services consisting of recently released movies and special events including
boxing and wrestling matches, other sporting events and concerts.

         A customer generally pays an initial installation charge and fixed
monthly fees for basic, premium and new product tier ("NPT") television services
and for other services (such as the rental of converters or other equipment).
Such monthly service fees constitute the primary source of revenues for the
Systems. The Systems currently offer customers various levels of cable
television services consisting of a combination of broadcast television signals
and satellite television signals.


                                                                    Page 2 of 34
<PAGE>


         The service options offered by the Company vary from System to System,
depending upon a System's channel capacity and viewer interests. Rates for
services also vary from market to market and according to the type of services
selected. Since September 1, 1993, when the Federal Communications Commission
(the "FCC") rate regulation commenced, each of the Systems, except the Vermont
System, has offered customers both broadcast services and satellite ("cable
programming") services as its basic package, and super-stations and other
satellite services on a new programming service tier basis, as well as several
premium services. The Vermont System offers a broadcast basic, an expanded level
of basic with only satellite services, an NPT tier package, as well as several
premium services. Each channel within an NPT package is also available on an
individual a la carte basis.

         For an extra monthly charge, the Systems offer "premium" television
services to their customers. These services (such as HBO(R), Cinemax(R),
Showtime(R), The Movie Channel(R), The Disney Channel(R), Starz(R), Encore(R),
and regional sports networks) are satellite-delivered channels that consist
principally of feature films, live sporting events, concerts and other special
entertainment features, usually presented without commercial interruption.
Approximately eighty-eight percent of the subscribers are offered pay-per-view
("PPV") which allow them to purchase current release movies (after theatrical
distribution) and other top, live sporting events (primarily boxing and
wrestling matches) and concerts. The Systems receive additional fees from
customers for such PPV programming, and from the sale of available advertising
spots on advertiser-supported satellite channels. The Systems also offer home
shopping services to their customers, and the Systems share in the revenues from
sales of products in the Systems' service areas.

         The Company has installed converters in the Systems that can be
"addressed" by sending coded signals from the headend over the cable network.
Addressable converters enable the system operator automatically to change the
customer's level of service without visiting the customer's home. Addressable
converters improve system programming flexibility, enable the operator to
simplify its billing procedures, allow customers the option of changing their
levels of service on short notice and enable customers to select and order
pay-per-view programming events using the converter's on-line capability.

         In 1996, the Company began to purchase advanced analog addressable
converters manufactured by General Instrument ("CFT-2200's") for its
Pennsylvania system. In 1997, the Company began offering the interactive
StarSight navigational program guide, which enables customers to make on-screen
selections of any programs available, in its Pennsylvania and North Carolina
systems.

         In March 1996, the Company began providing dial tone internet service
to customers in its Pennsylvania system, with a purchase of 350 customers for
$40,000. On April 1, 1997, the Company transferred the net assets of the
telephone dial-up internet access provider business to HPI. On June 29, 1998,
the Company acquired back the assets of the telephone dial-up internet access
provider from HOL and HPI. The transfer was recorded at the carrying value of
those assets on the transfer date in the amount of $1,553,565 as settlement of
the Inter-Company loans the Company had made to HOL and HPI.





                                                                    Page 3 of 34


<PAGE>



         On April 8, 1996, the Company acquired a 1% equity interest in HPI
Acquisition Co., LLC, a newly formed affiliated entity organized for the purpose
of acquiring and operating cable systems.

         On August 1996, the Company entered into a contract with a national
paging company and began offering paging service in its Louisiana cable systems.
In 1997, the Company offered paging service in its Pennsylvania, Louisiana and
Vermont cable systems. In 1998, the Company offered paging service to its North
Carolina cable systems.

         In January 1997, the Company began offering private data network
systems and cable modems to customers and has offered these services to all of
its cable systems in 1998. On October 5, 1998, the Company formed Helicon
Network Solutions, L.P., a Delaware limited partnership and wholly-owned
subsidiary of the Company, to continue to offer private data network services.

PROGRAMMING

         The United States Congress has enacted the Cable Television Consumer
Protection and Competition Act of 1992 ("the 1992 Cable Act") under which cable
television operators are required to obtain retransmission consent from
commercial broadcast stations, except for established superstations and
noncommercial educational stations ("exempt stations"), in return for the right
to continue to carry their television signals. Alternatively, a local commercial
broadcaster can demand carriage under the 1992 Cable Act's "must-carry"
provisions, although in such event the cable television operator cannot seek
compensation from the local broadcaster for such carriage. Historically, the
Company has not paid fees for retransmission of local broadcast signals other
than mandatory copyright fees. The Company obtained retransmission consents for
the signals of all the commercial broadcast stations which it carries (and which
are not "exempt stations" or stations which invoke must carry provisions) on
terms which will not have a material adverse effect on the Company. Under the
1992 Cable Act, stations must elect "must carry" or retransmission consent every
three years. The next election is in the fall of 1999. The Company does not
anticipate any material changes from the current signal carriage structure.

         Helicon Corp., a management company managing the Company's Systems, has
various contracts to obtain basic, satellite and premium programming for the
Systems from program suppliers with compensation being generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Some program suppliers provide volume discount pricing structures
and/or offer marketing support to Helicon Corp. Helicon Corp.'s programming
contracts are generally for fixed periods of time ranging from three to ten
years and are subject to negotiated renewal. Helicon Corp. currently supplies
the programming it receives to THGLP pursuant to a Programming Supply Agreement
with THGLP dated November 3, 1993. THGLP pays to Helicon Corp. only the costs
incurred by Helicon Corp. under the respective programming agreements. No
assurances can be given that Helicon Corp.'s programming costs will not increase
substantially in the near future, or that other materially adverse terms will
not be added to Helicon Corp.'s programming contracts. Management believes,
however, that Helicon Corp.'s relations with its programming suppliers are
generally good.



                                                                    Page 4 of 34


<PAGE>



         Cable programming costs are expected to continue to increase due to the
additional programming provided to basic customers, increased costs to produce
or purchase cable programming, inflationary increases, regulation and other
factors. Increases in the cost of premium programming services have been offset
in part by additional volume discounts as a result of increases in the number of
customers of the systems managed by Helicon Corp. In 1996, 1997 and 1998,
programming costs as a percentage of revenues were 19.3%, 20.9% and 21.0%
respectively. The 1992 Cable Act permits full recovery of regulated basic and
cable programming tier program cost increases under its rate "price cap"
regulations.

         COOPERATIVE. The Company became a member of the National Cable
Television Cooperative ("NCTC") in 1986. Through the NCTC's 10.0
million-subscriber membership purchasing power, the Company has been able to
obtain additional favorable programming discounts. This has enabled the Company
to reduce many of its programming expenses to levels similar to some of the
major cable television multi-system operators. NCTC has announced that it will
attempt to acquire bulk rate pricing for its members for purchases of digital
converters. If NCTC is successful, the cost of digital converters to the Company
will decrease.

FRANCHISES

         Cable television systems generally operate under non-exclusive
franchises granted by local governmental authorities. These franchises typically
contain many conditions, such as time limitations on commencement and completion
of construction; conditions of service, including number of channels types of
programming and the provision of free service to schools and certain other
public institutions; and the maintenance of insurance and indemnity bonds and
non-compliance penalties, forfeiture and termination clauses and other material
provisions. Certain provisions of local franchises are subject to Federal
regulation under both the 1984 Cable Act, which created national standards and
guidelines for the regulation of cable television systems, and the 1992 Cable
Act.

         The 1984 Cable Act provides, among other things, for an orderly
franchise renewal process in which renewal of franchise licenses issued by
governmental authorities will not be unreasonably withheld. In addition, the
1984 Cable Act establishes comprehensive renewal procedures which require that
an incumbent franchisee's renewal application be assessed on its own merits and
not as part of a comparative process with competing applications. See
"Legislation and Regulation", below. The Company believes that it has good
relationships with its franchising communities. To date, the Company has never
had a franchise revoked for any of the Systems, and no request of the Company
for franchise renewals or extensions has been denied, although such renewed or
extended franchises have frequently resulted in franchise modifications on terms
satisfactory to the Company but requiring additional expenditures for new
facilities and services.

         As of December 31, 1998, the Systems held 110 franchises. These
franchises generally provide for the payment of fees to the issuing authority.
Annual franchise fees imposed on the Systems range up to 5% of the Subscriber
revenues generated by a System. For the past three years, franchise fee payments
made by THGLP have averaged approximately 1.8% of total gross System revenues.
Franchise fees are passed directly through to the customers on their monthly
bills. General business or utility taxes may also

       
                                                                    Page 5 of 34

<PAGE>



be imposed in various jurisdictions. The 1984 Cable Act prohibits franchising
authorities from imposing franchise fees in excess of 5% of gross revenues and
also permits the cable operator to seek re-negotiation and modification of
franchise requirements if warranted by changed circumstances. Most of the
Company's franchises can be terminated prior to their stated expirations for
uncured breaches of material provisions.

         The following table groups the Company's Subscribers by year of
franchise expiration, where applicable.

<TABLE>
<CAPTION>

YEAR OF                                               NUMBER OF             PERCENTAGE OF            NUMBER OF
FRANCHISE EXPIRATION                                SUBSCRIBERS               SUBSCRIBERS           FRANCHISES
--------------------                                -----------               -----------           ----------
<S>                                                   <C>                         <C>                    <C>
1999                                                      8,512                       8.6                    6
2000-2004                                                30,377                      30.8                   44
2005-2009                                                22,458                      22.8                   37
2010                                                      1,513                       1.5                    5
No expiration                                            25,516                      25.9                   18
No Franchise                                              4,966                       5.0                    -
Grandfathered under 1984
     Cable Act                                            5,358                       5.4                   --
                                                         ------                      ----                  ---
TOTAL                                                    98,700                      100%                  110
                                                         ------                      ----                  ---
                                                         ------                      ----                  ---

</TABLE>

         The Company operates certain systems which serve multiple communities
and, in some circumstances, portions of such systems serving approximately 189
subscribers, comprising approximately 0.2% of the Company's subscribers, extend
into jurisdictions for which the Company believes no franchise is necessary. In
addition, the Company has been operating in six communities in West Virginia
without any franchise having been formally issued, although the Company has
applied for the grant of such franchises. In view of the length of time that the
Company has been operating in such communities and the small number of
subscribers located therein, the Company believes that there is no significant
risk that it will be unable to continue operating therein without a franchise.
The non-franchised communities serve 4,399 subscribers, in West Virginia and 959
subscribers in Pennsylvania, comprising approximately 4.5% of the subscribers in
all of the Systems.

COMPETITION

         The Systems compete with other communications and entertainment media,
including conventional over-the-air local broadcast television service. Cable
television systems also are susceptible to competition from other video
programming delivery systems, from other forms of home entertainment such as
video cassette recorders, and, in varying degrees, from sources of entertainment
in the community, including motion picture theaters, live theater and sporting
events. The Telecommunications Act of 1996 has increased the potential for
competition, especially from telephone and electric utilities, significantly.
(See discussion of the 1996 Act, below).

         In recent years, the FCC has adopted policies encouraging new
technologies and providing a more favorable operating environment for certain
existing technologies that compete with cable television. Such policies have the
potential to create substantial additional competition to cable. These
technologies include, among others, Direct Broadcast Satellite ("DBS") services
whereby signals are transmitted by satellite to receiving facilities located on
the premises of the DBS subscribers. Earth stations designed for private home
use now enable individual households to receive much of the satellite-delivered
programming services

                                                                    Page 6 of 34

<PAGE>



formerly available only to cable television subscribers. Although DBS does not
provide subscribers with local broadcast stations, recently some DBS providers
have announced their intention to do so, subject to favorable action by Congress
and/or the U.S. Copyright Office to approve such service. DBS service has been
successfully marketed throughout the country, including areas where the Company
operates Systems. The Company believes, that, compared to DBS operators, the
Company is a lower cost provider of comparable programming to customers. It is,
however, anticipated that DBS operators will, in the future, package programming
on a more desirable basis for customers and/or lower the high costs associated
with DBS when compared to the cost of obtaining cable television service. The
Company expects increasing competition from DBS providers.

         Cable television systems also may compete with wireless program
distribution services which generally utilize low power microwave frequencies to
transmit television programming over-the-air to subscribers ("MMDS"). The
ability of MMDS to compete with cable television systems has been limited in the
past by the limited amount of frequency capacity. Under amended FCC regulations,
MMDS systems compete more effectively with cable television systems by using
additional frequencies. The Company currently competes with Wireless One, an
MMDS operator in its Terrebonne Parish, Louisiana System.

          Additional competition exists from private cable television systems
serving condominiums, apartment complexes and other private residential
developments. The operators of these private systems known as Master Antenna
Television ("MATV") and Satellite Master Antenna Television ("SMATV"), often
enter into exclusive agreements with apartment building owners or homeowners
associations that preclude operators of franchised cable television systems from
serving residents of such private complexes. Moreover, a private cable
television system normally is free of the regulatory burdens imposed on
franchised cable television systems. The Company currently does not compete with
SMATV and MATV systems in its areas and only serves an insignificant number of
customers in apartment complexes.

         Since the Systems operate under non-exclusive franchises, other
operators (including municipal franchising authorities themselves as well as,
telephone and electric utilities) may obtain permission to build cable
television systems in areas in which the Systems presently operate. To date,
there is competition from such operators in less than 0.5% of the existing
mileage in the Company's franchise areas. In the Fall of 1996, Bentleyville
Telephone Company ("BTC"), which operates local telephone service in the Borough
of Bentleyville, Pennsylvania, began to build a cable system in the Borough of
Bentleyville where the Company provides services to approximately 632 customers
and in February 1997, BTC began offering a 42 channel basic cable service in
competition with the company's 62-channel basic cable service. The Company has
been able to effectively compete with BTC. The Company also anticipates that,
over time, it will become subject to increasing competition from other telephone
companies. This may have a material, but as yet undeterminate, impact on the
Company's operations.

         The Telecommunications Act of 1996, Public Law 104-104, enacted on
February 8, 1996, ("1996 Act") instituted sweeping changes in the
telecommunications industries. The 1996 Act allows telephone companies,
including the regional bell operating companies and others, to compete in their
local telephone service areas with cable operators by repealing the telephone
company cable television cross-ownership ban, thereby allowing direct ownership
of franchised cable systems. Cable systems could be placed at a competitive
`disadvantage if the delivery of video program services by local telephone
companies becomes widespread because cable systems are required to obtain local
franchises to provide cable service and
 


                                                                    Page 7 of 34


<PAGE>



must comply with a variety of obligations under such franchises. Issues of
cross-subsidization by local telephone companies pose strategic disadvantages
for cable operators to compete with local telephone companies providing video
services. Additionally, the 1992 Cable Act insures that telephone company
providers of video services will have the opportunity to acquire and offer to
subscribers all significant cable programming services.

         The 1996 Act amends the Public Utilities Holding Company Act and
permits electric utilities to provide telecommunication services (including
cable television), provided they do so through separate subsidiaries. It is
expected that many large utility companies, which have already installed fiber
backbone for signaling and metering purposes, will now become significant
competitors to cable television.

         The 1996 Act also substantially eliminates the barriers to competitors,
including cable operators, entering into the business of local telephone
exchange service and other telecommunications services traditionally provided by
the local exchange carrier. It declares that no state or local laws or
regulations may prohibit or have the effect of prohibiting the ability of any
entity to provide any interstate or intrastate telecommunications service.
Nevertheless, many states and local authorities have continued to erect barriers
to cable operators desiring to provide telecommunications services.

         The Company is in the process of applying for certification as a
competitive local exchange carrier ("CLEC") in several states. At this time, the
Company does not provide any common carrier services as a CLEC.

         Advances in communications technology and changes in the marketplace
are constantly occurring. Therefore, it is not possible to predict the extent to
which the Company will be adversely affected by competition or the effect which
ongoing future developments might have on the Systems or on the cable television
industry generally.

EMPLOYEES

         At December 31, 1998, the Company had 200 full-time employees. The
Company considers its relations with its employees to be good. In the Company's
Pennsylvania System, 42 employees (18 technical and 24 clerical) are represented
by two unions and are covered by collective bargaining agreements. The
collective bargaining agreement covering technical employees was recently
reviewed and will expire on December 31, 1999 and the collective bargaining
agreement covering clerical employees will expire on December 31, 2001. No other
employees of the Company are represented by unions.

LEGISLATION AND REGULATION

         The cable television industry is subject to extensive governmental
regulation at the Federal, state and local level. In addition, various
legislative and regulatory proposals, such as tax reform proposals and proposals
to revise the Copyright Act of 1976, may materially affect the cable television
industry. The following is a summary of Federal laws and regulations that
currently materially affect the growth and operation of the cable television
industry, and a summary of certain state and local regulations.




                                                                    Page 8 of 34


<PAGE>



         This section does not purport to be a summary of all present and
proposed Federal, state and local regulations and legislation relating to the
cable television industry. Other existing Federal regulations, copyright
licensing, and, in many jurisdictions, state and local franchise and regulatory
requirements, currently are the subject of a variety of judicial proceedings,
legislative hearings, and administrative and legislative proposals which could
change, in varying degrees, the manner in which cable television systems
operate. Neither the outcome of these proceedings nor their impact upon the
cable industry or the Company can be predicted at this time.

1984 CABLE ACT

         Congress enacted the 1984 Cable Act to create uniform national
standards and guidelines for the regulation of cable television systems. Among
other things, the 1984 Cable Act affirmed the right of franchising authorities
(state or local, depending on the practice in individual states) to award one or
more franchises within their jurisdictions. It also prohibited post-1984 Cable
Act cable television systems from operating without a franchise in such
jurisdiction. In connection with new franchises, the 1984 Cable Act provides
that in granting or renewing franchises, franchising authorities may establish
requirements for cable-related facilities and equipment, but may not specify
requirements for video programming or information services other than in broad
categories.

         The 1984 Cable Act preempted local control over rates for premium
channels and optional program tiers, as well as deregulating rates for basic
cable services in areas where the cable operator was subject to "effective
competition" to be defined by the FCC. The FCC's original definition of
"effective competition", the presence of at least three off-air broadcast
signals in the cable community, effectively de-regulated rates for most cable
systems following the 1984 Cable Act. This scheme was altered significantly by
the 1992 Cable Act, discussed below.

         Although franchising authorities may impose franchise fees under the
1984 Cable Act, such payments cannot exceed 5% of a cable television system's
annual gross revenues. In those communities in which franchise fees are
required, the Company currently pays franchise fees ranging from flat annual
fees equal to less than 1% of gross revenues to fees of 5% of gross revenues.
Franchising authorities are also empowered to require cable operators to provide
cable-related facilities, equipment and, in the case of pre-1984 Cable Act
franchises, services to the public and to enforce compliance with such franchise
requirements and voluntary commitments. When changed circumstances render such
compliance commercially impracticable, however, the 1984 Cable Act provides for
franchising authorities to renegotiate franchise requirements and, under certain
circumstances, permits the cable operator to make changes in programming without
local approval.

         The 1984 Cable Act established renewal procedures designed to protect
incumbent franchisees against arbitrary denials of renewal. This statute
requires that franchising authorities consider a franchisee's past performance
and renewal proposal on their own merits in light of community needs and without
comparison to competing applicants. Nevertheless, renewal is not assured, as the
franchisees must meet certain statutory standards. Moreover, even if a franchise
is renewed, a franchising authority may impose new and more onerous requirements
such as upgrading of facilities and equipment, although the municipality must
take into account the costs of meeting such requirements. Also, the franchising
authority may require higher franchise fees, up to the 5% of annual gross
revenues limit established by the 1984 Cable Act, as a condition of renewal.



                                                                    Page 9 of 34


<PAGE>



         The 1984 Cable Act permits local franchising authorities to require
cable television operators to set aside certain channels for public,
educational, and governmental access programming. The 1984 Cable Act further
requires cable television systems with 36 or more channels to designate a
portion of their channel capacity for commercial leased access by third parties.
Although there has been limited activity in this area nationally, it is possible
that such leased access will result in competition to services offered over the
cable television system, particularly since the 1992 Cable Act, discussed below,
empowers the FCC to set the rates and conditions for such leased access channels
and the FCC has adopted rates and other rules designed to increase use of leased
channels by third party programmers.

1992 FEDERAL CABLE LEGISLATION

         Congress enacted the 1992 Cable Act in order to effect significant
change in the regulatory framework under which cable television systems operate.
After implementation of the 1984 Cable Act, rates for cable television service
were unregulated for substantially all of the Systems. One of the purposes of
the 1992 Cable Act was to re-impose rate regulations for most cable systems.

RATE REGULATION

          The 1992 Cable Act requires each cable television system to establish
a basic service tier consisting, at a minimum, of all local broadcast signals
and all non-satellite delivered distant broadcast signals which the system
wishes to carry and all public, educational and governmental access programming.
Nearly all cable systems became subject to local rate regulation of basic
service. Franchising authorities were empowered to apply FCC regulations to
ensure that basic rates were reasonable and that rates for equipment, including
installation, converters, and additional outlets, were based on actual cost. In
addition, the 1992 Cable Act provided for regulation by the FCC of the rates for
cable programming service ("CPS") tiers, defined as tiers of service other than
the basic service tier. Under this regulatory scheme, many cable systems were
required to reduce rates and to limit future rate increases for basic service
and equipment, and for other tiers of service. Services offered on a per-channel
or per-program basis are not subject to rate regulation by either municipalities
or the FCC.

         In June 1995, the FCC instituted rules granting significant regulatory
relief to "small cable companies" and "small systems", those serving 15,000 or
fewer subscribers owned by companies of 400,000 or fewer subscribers. Such
systems are allowed to use a simplified rate formula which presumes rates up to
$1.24 per channel are reasonable. "Small system" status transfers if the system
is subsequently sold to a large company. Moreover, under the 1996 Act, as
discussed below, the Company qualifies for small cable system status and is
effectively deregulated.

         Under the 1992 Cable Act, cable television systems may not require
subscribers to purchase any service tier other than the basic tier as a
condition of access to video programming offered on a per-channel or per-program
basis. Cable television operators who do not already have the necessary
equipment in place to comply with this requirement must implement the technology
to facilitate this access by the year 2002. Currently, only the North Carolina
System does not have such technology in place.



                                                                   Page 10 of 34


<PAGE>



CARRIAGE OF TELEVISION BROADCAST SIGNALS

         Commercial television broadcast stations which are "local" to a cable
system, i.e., the system is located in the station's Area of Dominant Influence,
must elect every three years whether to require the cable system to carry the
station, subject to certain exceptions, or whether the cable system must
negotiate and compensate the broadcaster for "retransmission consent" to carry
the station. Local noncommercial television stations also are given similar
mandatory carriage rights, but are not given the option to negotiate
retransmission consent for the carriage of their signals.

OTHER REQUIREMENTS

         In addition, the 1992 Cable Act (i) requires cable television
programmers under certain circumstances to offer their programming to present
and future competitors of cable television such as MMDS, SMATV and DBS operators
at not unreasonably discriminatory prices, (ii) directs the FCC to set standards
for limiting the number of channels that a cable television system operator
could program with programming services controlled by such operator and
prohibits new exclusive contracts with program suppliers without FCC approval,
(iii) bars municipalities from unreasonably refusing to grant additional
competitive franchises, (iv) regulates the ownership by cable television
operators of other media such as MMDS and SMATV.

         The FCC has imposed new regulations under the 1992 Cable Act in the
areas of customer service, technical standards, compatibility with other
consumer electronic equipment such as "cable ready" television sets and video
cassette recorders, equal employment opportunity, subscriber privacy, rates for
leased access channels, obscenity and indecency, and disposition of a customer's
home wiring. In October 1997 the FCC revised its rules to permit, under certain
circumstances, competitive SMATV and MMDS services to take over the cable
operator's wiring inside the common areas of a multiple dwelling unit. In
addition, further rule changes, which are intended to further increase
competition to cable systems serving multiple dwelling units, are under
consideration by the FCC.

THE TELECOMMUNICATIONS ACT OF 1996

         The Telecommunications Act of 1996, Public Law 104-104, ("1996 Act")
was enacted on February 8, 1996. This new law significantly alters federal,
state and local regulation of telecommunications providers and services,
including the cable television industry and the Company. The following is a
summary of the key provisions of the 1996 Act, which could materially affect the
cable television industry, and the Company.

         COMPETITION TO CABLE TELEVISION

         The 1996 Act instituted sweeping changes in the telecommunications
industries and has significantly increased the potential for competition to
cable television, especially from telephone and electric utilities.

         (See discussion under the previous topic "Competition)



                                                                   Page 11 of 34



<PAGE>


CABLE RATE REGULATION. Under the 1996 Act, the Company qualifies for small cable
system status and is effectively deregulated. Immediate CPS tier rate regulation
relief is afforded to "small cable operators", those with fewer than
approximately 600,000 subscribers and less than $250 million gross annual
revenues and with less than 50,000 subscribers in the rate regulated franchise
area. The 1996 Act eliminates as of March 31, 1999, all rate regulation of any
upper cable program service "CPS" tier service, although certain members of
Congress and FCC officials have called for postponement of this regulatory
sunset and have also urged more rigorous rate regulation generally. The 1996 Act
does not disturb existing or pending CPS tier rate settlements, nor does it
eliminate regulation of rates for Basic Service Tiers (except that cable systems
which had, as of December 31, 1994, only one tier of service are fully
deregulated).

         CABLE UNIFORM RATE REQUIREMENTS. The 1996 Act amends the requirement
that cable rates be uniform throughout a franchise area to exempt situations
where the cable operator faces "effective competition," and by permitting bulk
discounts to multiple dwelling units. The FCC retains jurisdiction to
investigate complaints of "predatory pricing".

         OWNERSHIP RESTRICTIONS AND MARKET ENTRY. The 1996 Act allows telephone
companies to compete directly with cable operators by repealing the historic
telephone company/cable cross-ownership ban. This allows Local Exchange Carriers
("LEC") including the Regional Bell Operating Companies, to compete with cable
operators both inside and outside their telephone service areas. Because of
their resources, LECs could be formidable competitors to traditional cable
operators, and certain LECs have begun offering cable service.

         The 1996 Act also provides that registered utility holding companies
and subsidiaries may provide telecommunications services (including cable
television) notwithstanding the Public Utility Holding Company Act of 1935, as
amended. Because of their resources, utilities could be formidable competitors
to traditional cable systems. (See discussion under "Competition.")

         The 1996 Act eliminates statutory restrictions on broadcast/cable
cross-ownership (including broadcast network/cable restrictions), but leaves in
place existing FCC regulations prohibiting local cross-ownership between
television stations and cable systems. The 1996 Act also eliminates the
three-year holding period previously required under a statutory provision
regarding "anti-trafficking." The present federal regulatory scheme leaves in
place existing restrictions on cable cross-ownership with SMATV and MMDS
facilities, but lifts those restrictions where the cable operator is subject to
effective competition. However, the FCC has adopted regulations which permit
cable operators to own and operate SMATV systems within their franchise area,
provided that such operation is consistent with local cable franchise
requirements.

         POLE ATTACHMENTS The FCC currently regulates the rates and conditions
imposed by most public utilities for use of their poles, unless, under the
Federal Pole Attachment Act, state public service commissions are able to
demonstrate that they regulate the cable television pole attachment rates (as is
true in certain states in which the Company does business). In the absence of
state regulation, the FCC administers pole attachment rates though the use of a
formula which it has devised.

         The 1996 Act introduces several changes to the regulation of cable pole
attachments that could affect the Company. Pursuant to that law, the FCC
recently established a new formula for poles used by cable operators, which
eventually will result in higher pole rental rates. This new FCC formula does
not apply in states which certify they regulate pole rents.


                                                                   Page 12 of 34


<PAGE>

COPYRIGHT

         Cable television systems are subject to Federal copyright licensing,
covering carriage of television broadcast signals. In exchange for contributing
a percentage of their revenues to a Federal copyright royalty pool, cable
television operators obtain a compulsory license to retransmit copyrighted
materials from broadcast signals. Existing Copyright Office regulations require
that compulsory copyright payments be calculated on the basis of revenue derived
from any service tier containing broadcast retransmissions. Although the FCC has
no formal jurisdiction over this area, it has recommended to Congress that the
compulsory copyright scheme be eliminated. The U.S. Copyright Office has
similarly recommended such a repeal. Without the compulsory license, cable
television operators would need to negotiate rights from the copyright owners
for each program carried on each broadcast station in the channel lineup. Such
negotiated agreements could increase the cost to cable television operators of
carrying broadcast signals. Thus, given the uncertain but possible adoption of
this type of copyright legislation, the nature or amount of the Company's future
payments for broadcast signal carriage cannot be predicted at this time.

STATE AND LOCAL REGULATIONS

         Cable television systems are generally operated pursuant to franchises,
permits or licenses, issued by a municipality or other local and/or state
government entity. Franchises are usually issued for fixed terms and must
periodically be renewed. Most of the franchises for the Systems were granted on
a nonexclusive basis. The 1992 Cable Act prohibits local authorities from
granting exclusive franchises or unreasonably refusing to award competing
franchises. Each franchise agreement generally contains provisions governing
subscriber charges for basic cable television services, fees to be paid to the
franchising authority, length of the franchise term, renewal and sale or
transfer of the franchise, territory of the franchise, design and technical
performance of the system, use and occupancy of public streets and number of
types of cable television services provided. Though the 1984 Cable Act provides
for certain procedural protections, there can be no assurance that renewals will
be granted or that renewals will be made on similar terms and conditions. See
"1984 Cable Act".

         Various proposals have been introduced at the state and local levels
with regard to the regulation of cable television systems, and a number of
states have adopted legislation subjecting cable television systems to the
jurisdiction of state governmental agencies. States where the Company operates
Systems, including Vermont and West Virginia, have enacted legislation with
respect to the regulation of cable television systems.

ITEM 2.    PROPERTIES

         The Company's principal physical asset consist of cable television
systems, including signal-receiving, encoding and decoding electronics,
headends, distribution systems, and subscriber house drop equipment for each of
its cable television systems. The signal receiving apparatus typically includes
a tower, antenna, ancillary electronic equipment, and earth stations for
reception of satellite signals. Headends, consisting of associated electronic
equipment necessary for the reception, amplification and modulation of signals,
are located near the receiving devices. The Company's distribution systems
consist of coaxial and fiber optic cables and related electronic equipment.
Subscriber equipment consists of taps, house drops and converters. The Company
owns its distribution system, various office and studio fixtures, test equipment
and service vehicles. The physical components of the Systems require maintenance
and periodic upgrading to keep pace with technological advances. The Company
considers all of its properties to be in excellent condition.


                                                                   Page 13 of 34


<PAGE>



         The Company's cables generally are attached to utility poles under pole
rental agreements with local public utilities, although in some areas the
distribution cable is buried in underground ducts or trenches. The FCC regulates
most pole attachment rates under the Federal Pole Attachment Act. The physical
components of the Systems require maintenance and periodic upgrading to keep
pace with technological advances.

         The Company owns or leases parcels of real property for signal
reception sites (antenna towers and headends), microwave facilities and business
offices. The Company believes that its properties, both owned and leased, are in
good condition and in areas suitable and adequate for the Company's business
operations. Management believes that the Company's franchises and licenses in
each of the Township of North Union, Pennsylvania; the City of Uniontown,
Pennsylvania; Terrebonne Parish, Louisiana; the communities in Vermont and
Watauga County and the Town of Boone, North Carolina (taken as a whole) are
material to the results of operations of the Company. Additionally, the headend
sites used by the Systems in such locations are material to the Company
regardless of whether such headend sites are owned or leased; and the Company's
private pole agreements in such locations are material to the Company.
Substantially all of the assets of the Company, including the Systems, are
subject to liens of the Company's lenders.

         See "Management -- Certain Relationships and Related Transactions" for
a description of office space leased from an affiliated entity.

         The Pennsylvania System serves Uniontown, Shippenville, Mariana and
other contiguous areas of western Pennsylvania. The West Virginia System serves
subscribers throughout western West Virginia and communities surrounding
Charleston, West Virginia. On January 31, 1997, the Company acquired subscribers
in the West Virginia counties of Wirt and Wood, for a purchase price of
$1,053,457. The Vermont/New Hampshire System serves Barre, St. Johnsbury and the
Upper Valley areas of eastern Vermont and Piermont, New Hampshire. In 1994, the
Company was awarded the East Mountpelier franchise in Vermont which is
contiguous to Barre. On January 31, 1995, the Company acquired subscribers in
Bradford, Chelsea, and South Royalton, Vermont which are contiguous to Barre and
Upper Valley, Vermont, for a purchase price of $350,000. The Company applied to
the Vermont Public Service Bureau and has obtained a franchise for the Town of
Tunbridge which is contiguous to South Royalton and Chelsea. The Louisiana
System serves Terrebonne, LaFourche and St. Mary's Parish (Amelia) Louisiana.
The North Carolina System serves the City of Roxboro, Person County and the
eastern part of Caswell County in northeastern North Carolina. On June 26, 1997,
the Company acquired subscribers in the North Carolina communities of Watauga
County, Blowing Rock, Beech Mountain and the Town of Boone, for a purchase price
of $19,947,430.

ITEM 3.    LEGAL PROCEEDINGS

         The Company is a party to ordinary and routine litigation proceedings
that are incidental to the Company's business. Management believes that the
outcome of all pending legal proceedings will not, in the aggregate, have a
material adverse effect on the financial condition of the Company.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The information called for by this Item is not applicable.


                                                                   Page 14 of 34

<PAGE>

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                 STOCKHOLDER MATTERS

The information called for by this Item is not applicable.

ITEM 6.   SELECTED FINANCIAL DATA

The financial data set forth below has been derived from the Financial
Statements of the Company. The data below ($ in 000's) should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes
thereto and with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" appearing elsewhere in this report.
<TABLE>
<CAPTION>

                                                      1994        1995         1996        1997        1998
                                                      ----        ----         ----        ----        ----
<S>                                                <C>         <C>          <C>         <C>         <C>    
     INCOME STATEMENT DATA: ($ IN 000'S)
          Revenues                                 $31,664     $35,225      $38,060     $42,946     $49,657
          Depreciation and amortization              9,453       9,561       10,127      11,204      12,462
          Operating income                           5,828       7,580        8,144       9,041       9,159
          Interest expense                          12,477      12,992       13,497      14,520      15,409
          Net loss                                 (7,343)     (5,196)      (5,142)     (5,357)     (6,184)

     BALANCE SHEET DATA: ($ IN 000'S)

</TABLE>

<TABLE>
<CAPTION>
                                              --------------------------------------------------------------
                                                      1994        1995         1996        1997        1998
                                                      ----        ----         ----        ----        ----
<S>                                                <C>         <C>          <C>         <C>         <C>    
          Total assets                             $63,207     $60,938      $58,146     $72,607     $69,757
          Total debt                               119,104     122,675      124,382     143,341     144,874
          Partners' deficit                       (62,258)    (67,453)     (72,596)    (77,953)    (84,137)

</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

GENERAL

         The Company incurred a net loss for the fiscal years ended December 31,
1996, 1997 and 1998, respectively. The principal items contributing to the
Company's net losses are the high level of expenses relating to depreciation,
amortization and interest. These expenses are the result of capital expenditures
related to continued expansion and rebuilding of the Systems, the Company's
acquisitions and its financing activities. The Company believes that recurring
net losses are common for cable television companies and expects that such net
losses will continue. The Company believes that working capital generated from
the issuance of the Senior Secured Notes and cash flow generated from operations
will be sufficient to meet its operating needs and future commitments. See
"Liquidity and Capital Resources" below.




                                                                   Page 15 of 34


<PAGE>




RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO TWELVE MONTHS ENDED 
DECEMBER 31, 1997.

         REVENUES. Revenues increased $6,710,921 or 15.6% to $49,656,651.
Approximately 60% of the increase in revenues was attributed to the June 26,
1997 acquisition of a cable television system in North Carolina and the
inclusion of the dial-up internet access provider business ("ISP business") as
of June 30, 1998. The balance of the increase was primarily due to higher basic
service and new program service rates. Excluding the effects of the North
Carolina acquisition and the ISP business, the average monthly cable revenue per
basic subscriber increased from $38.72 in 1997 to $41.13 in 1998. The $2.41
increase reflected primarily, i) an increase of $0.87 in basic revenues; ii) an
increase of $0.89 due to the new program services; iii) a increase of $0.32 in
advertising revenue; iv) an increase of $0.08 in premium subscription revenue;
and v) an increase of $0.25 in other services, which includes private data
network systems and paging.

         OPERATING, MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating,
marketing, general and administrative expenses increased $4,926,096 or 24.4% to
$25,086,911. Approximately 27% of the increase in expenses was attributed to the
North Carolina cable television system acquisition, approximately 29% was
attributed to the ISP business and approximately 10% reflected additional
expenses for new and expanded programming services. The balance of the increase
in expenses was consistent with the growth in revenues, coupled with general
cost increases. As a percentage of revenues, operating, marketing, general and
administrative expenses increased from 46.9% in 1997 to 50.5% in 1998.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased $1,257,766 or 11.2% to $12,461,729, primarily as a result of $956,925
higher depreciation charges relating to the North Carolina acquisition, the ISP
business and ongoing capital expenditures in the other cable systems; and
$300,841 higher amortization expense all attributed to the North Carolina
acquisition and the ISP business.

         MANAGEMENT FEE CHARGED BY AFFILIATE. Management fee expenses increased
$335,521 or 15.6% to $2,482,807 which is consistent with the increase in
revenues.

         CORPORATE AND OTHER EXPENSES. Corporate and other expenses increased
$73,363 or 18.7% to $465,875.

         OPERATING INCOME. Operating income for the twelve months ended December
31, 1998 increased $118,175 or 1.3% to $9,159,329 from the $9,041,154 operating
income in the comparable 1997 period. The improvement in operating results was
due to higher revenues.

         INTEREST EXPENSE. Interest expense increased $889,748 or 6.1% to
$15,409,473 primarily due to interest expense associated with the debt for the
North Carolina acquisition.

         INTEREST INCOME. Interest income decreased $55,517 or 45.7% to $66,065
primarily due to lower average cash balances.



                                                                   Page 16 of 34


<PAGE>

TWELVE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO TWELVE MONTHS ENDED 
DECEMBER 1996.

         REVENUES. Revenues increased $4,885,993 or 12.8% to $42,945,730.
Approximately 45% of the increase in revenues was attributed to the June 26,
1997 acquisition of a cable television system in North Carolina. The balance of
the increase was primarily due to higher basic service and new program service
rates and strong growth in advertising revenue. Excluding the effects of the
North Carolina acquisition, the average monthly cable revenue per basic
subscriber increased from $36.07 in 1996 to $38.72 in 1997. The $2.65 increase
reflected primarily, i) an increase of $1.59 in basic revenues; ii) an increase
of $.58 due to the new program services; iii) an increase of $0.37 in
advertising revenue; iv) a increase of $.10 in premium subscription revenue; and
v) an increase of $.01 in other services.

         OPERATING, MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating,
marketing, general and administrative expenses increased $2,620,146 or 14.9% to
$20,160,815. Approximately 45% of the increase in expenses was attributed to the
North Carolina cable television system acquisition and approximately 25%
reflected additional expenses for new and expanded programming services. The
balance of the increase in expenses was consistent with the growth in revenues,
coupled with general cost increases. As a percentage of revenues, operating,
marketing, general and administrative expenses increased from 46.1% in 1996 to
46.9% in 1997.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased $1,076,763 or 10.6% to $11,203,963, primarily as a result of $627,492
higher depreciation charges relating to the North Carolina acquisition and
ongoing capital expenditures in the other cable systems; and, $449,271 higher
amortization expense largely attributed to the North Carolina acquisition.

         MANAGEMENT FEE CHARGED BY AFFILIATE. Management fee expenses increased
$244,299 or 12.8% to $2,147,286 consistent with the increase in revenues.

         CORPORATE AND OTHER EXPENSES. Corporate and other expenses increased
$47,215 or 13.7% to $392,512.

         OPERATING INCOME. Operating income for the twelve months ended December
31, 1997 increased $897,570 or 11.0% to $9,041,154 from the $8,143,584 operating
income in the comparable 1996 period. The improvement in operating results was
due to increased profits on higher revenues.

         INTEREST EXPENSE. Interest expense increased $1,023,115 or 7.6% to
$14,519,725. Approximately 93% of the increase in interest expense is associated
with the debt for the North Carolina acquisition. The balance of the increase
was primarily due to higher cash interest expense on the Senior Secured Notes,
which after November 1, 1996, pay interest at the rate of 11% per annum, offset
in part by the absence of non-cash interest expense attributed to the original
issue discount on the Senior Secured Notes which became fully amortized on
November 1, 1996 offset in part by lower interest expense on the 1994 Credit
Facility which was repaid on June 26, 1997.

         INTEREST INCOME. Interest income decreased $88,962 or 42.3% to $121,582
primarily due to lower average cash balances.

                                                                   Page 17 of 34


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         The cable television business requires substantial financing for
construction, expansion and maintenance of the cable plant as well as for
acquisitions. The Company has historically financed its capital needs and
acquisitions through long-term debt and, to a lesser extent, through cash
provided from operating activities. The general availability of bank financing
has been variable over recent years. In 1993, the Company refinanced its 1992
Credit Facility by issuing $115,000,000 aggregate principal amounts 11% Senior
Secured Notes due 2003. In 1994, the Company utilized its available cash and
also entered into a credit facility with another bank consisting of $2,500,000
three year term loan facility and a $2,500,000 one-year line of credit facility
with a bank bearing interest at Prime Plus 1.5%, secured by all the assets of
the Company (the "1994 Credit Facility"). On February 23, 1996, the 1994 Credit
Facility was amended to include an additional loan facility of $318,000 and
extended to May 31, 1996. On June 28, 1996, the term loan of the 1994 Credit
Facility was extended to May 31, 1997. On June 23, 1997, all balances
outstanding under the 1994 Credit Facility were repaid in full and the 1994
Credit Facility was terminated. On June 26, 1997, the Company entered into a new
credit facility (the 1997 Credit Facility) with a new bank consisting of
$20,000,000 senior secured term loan facility due November 1, 2000, bearing
interest at LIBOR plus 2.75%, under which $20,000,000 was outstanding at
December 31, 1998, secured by all the assets of the Company. The proceeds of the
1997 Credit Facility were used to acquire certain cable television assets in
North Carolina. On February 24, 1997, the Company entered into a $285,000 loan
agreement with a new bank, under which $266,922 was outstanding at December 31,
1998. The proceeds of this new loan were used to construct the Company's new
office building in Vermont which secures the loan. (See Credit Agreements of the
Company, below).

         The Company operates at low and sometimes negative working capital
levels. This is primarily due to account payable balances, which often include
significant amount of capital expenditures. Such payables are paid when due from
available cash balances, including cash generated from operations up to the date
of payment.

         Cash flows provided by operating activities amounted to $7,375,875,
$5,808,469 and $7,618,997 for the years ended December 31, 1996, 1997, and 1998,
respectively. In 1997, cash generated from operations decreased from 1996
primarily due to the absence of the amortization of debt discount offset in part
by financing costs incurred on the 1997 Credit Facility. In 1998, cash generated
from operations increased from 1997 primarily due to increased revenues that
were in excess of the increase in cash operating costs and by favorable changes
in working capital items.

Net cash used in investing activities amounted to $4,799,240, $25,323,444 and
$6,346,793 for the years ended December 31, 1996, 1997, and 1998, respectively
and included the following:

-        In 1996, the Company incurred $4,771,631 in capital expenditures
         related to the expansion and rebuilding of the systems, paid $40,000 in
         connection with the acquisition of equipment and intangibles of a
         telephone dial-up internet access provider and incurred $9,556 in other
         deferred costs.


                                                                   Page 18 of 34



<PAGE>


In 1997, the Company incurred $4,246,007 in capital expenditures related to the
expansion and rebuilding of the systems, paid $21,000,887 in connection with the
acquisition of property, plant and equipment and intangibles of a cable
television system and incurred $99,820 in other deferred costs.

-        In 1998, the Company incurred $6,426,025 in capital expenditures
         related to the expansion and rebuilding of the systems, received
         $118,953 in proceeds from sales of equipment in the ordinary course of
         business and incurred $39,721 in other deferred costs.

         Net cash provided by financing activities amounted to $18,457,411 for
the year ended December 31, 1997, while net cash used in financing activities
amount to $810,262 and $1,765,038 for the year ended December 31, 1996, and
1998, respectively, which included the following:

-        In 1996, the Company had $400,000 in borrowings and $952,777 in
         principal repayments under the 1994 Credit Facility with Fleet Bank,
         made $446,808 in principal repayments under the Company's equipment
         credit facilities (see Credit Agreements of the Company, below).

-        In 1997, the Company redeemed $1,000,000 of certificates of deposits,
         had $20,285,000 in borrowings, made $1,505,581 in principal re-payments
         and $768,526 in other principal repayments under the Company's
         equipment credit facilities. (see Credit Agreements of the Company,
         below)

-        In 1998, the Company made repayments of notes payable in the amounts of
         $753,905 which represented principal repayments under the Company's
         equipment credit facilities.

-        Advances to other affiliates and repayments of such advances result
         from management fees and other reimbursable expenses.

     CREDIT AGREEMENTS OF THE COMPANY. On December 31, 1998, the Company had
cash and cash equivalents of $3,200,791 and the following credit arrangements:
(i) $115,000,000 aggregate principal amount of 11% Senior Secured Notes due
2003; (ii) the 1997 Credit Facility with a bank which consisted of a $20,000,000
senior secured term loan facility due November 1, 2000 all of which was
outstanding, bearing interest at LIBOR plus 2.75% secured by all the assets of
the Company (iii) the 10% Note due August 20, 2000 to Simmons Communications
Company, L.P. in the amount of $2,036,765 (the original principal amount plus
accrued interest thereon through September 30, 1997); (iv) $5,000,000 principal
amount in favor of Mr. Baum pursuant to a Prime Plus 2% Subordinated Note which
has no due date and may only be repaid, subject to the passage of certain
limiting tests prior to repayment of the Notes; (v) $285,000 loan facility from
a bank, of which $266,922 was outstanding, bearing interest at Prime Plus 1.0%,
due March 1, 2012, used to finance the Company's new office building in Vermont;
(vi) $1,021,474 non-interest bearing promissory notes issued in connection with
the acquisition of the internet business which was assumed by the Company on
June 29,1998, and are reported net of imputed interest of $146,441; (vii)
$1,549,139 of certain other equipment credit facilities with various due dates
not exceeding five years. The principal cash payments required under the
Company's outstanding indebtedness for the fiscal years ended December 31,



                                                                   Page 19 of 34


<PAGE>


1999, 2000, 2001, and 2002 are estimated to aggregate $1,044,177, $23,013,713,
$25,432,750 and $25,150,283, respectively. The principal cash payments required
under the Company's outstanding indebtedness for the fiscal year ended December
31, 2003 are estimated to aggregate $65,030,957. The Company intends to use
available cash and cash generated from operating activities to make such debt
service payments or refinance its indebtedness to satisfy such obligations.

         In the past, the Company has committed substantial capital resources
for (i) construction and expansion of existing Systems, (ii) routine replacement
of cable television plant, (iii) increase in the channel capacity of certain of
its Systems, (iv) acquisition of certain Systems, and (v) increase in the
percentage of its Systems which are equipped with addressable technology. In
1996, 1997, and 1998 capital expenditures, excluding acquisitions, totaled
$4,771,631, $4,246,007and $6,426,025, respectively.

         The Company has budgeted approximately $7,600,000 for capital
expenditures for the Systems during 1999, which includes $1,700,000 for
rebuilding portions of certain Systems, $600,000 for extensions on the Systems,
$1,200,000 for Private Networks and the Internet business and $4,100,000 for
customer installation material, and other capital expenditures. The Company
believes it will have sufficient cash to fund all such capital expenditures.

         The Company believes that available working capital, cash flows
generated from operations and its ability to refinance its indebtedness will be
sufficient to allow it to meet its planned capital expenditures, meet its debt
obligations and cover its other short and long term liquidity needs. Also, while
the Company presently sees no reason to do so, it could adjust scheduled capital
expenditures if the Company's liquidity position so warrants.

On March 22, 1999, Helicon Partners I, L. P., Baum Investments, Inc. and all the
holders of partnership interests in HPI entered into a purchase agreement by and
among Charter Communications, Inc, Charter Communications, LLC and Charter
Helicon, LLC (collectively the "Charter Entities") providing for the sale of all
such partnership interests and Helicon Corp.'s interest in the management
agreements with THGLP and HPI Acquisition Co, LLC to the "Charter Entities. The
sale price is $550 million which amount will be reduced by any outstanding
indebtedness assumed by the Charter Entities.

INFLATION

         Certain of the Company's expenses, such as those for wages and
benefits, for equipment repair and replacement, and for billing and marketing,
increase with general inflation. However, the Company does not believe that its
financial results have been, or will be, adversely affected by inflation,
provided that it is able to increase its service rates periodically.



                                                                   Page 20 of 34


<PAGE>


IMPACT OF THE YEAR 2000 ISSUE

         The Partnership is aware of the issues associated with the programming
code in existing computer systems as the millennium (year 2000) approaches. The
year 2000 issue is pervasive and complex, as virtually every computer operation
will be affected in some way by the rollover of the two-digit year value to 00.
The issue is whether computer systems will properly recognize date sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail.

THE PARTNERSHIP'S STATE OF READINESS. The Partnership has developed a
remediation plan for its year 2000 issue that involves identification,
assessment and testing of the equipment and systems affected.

         a)       The Partnership has assessed its information technology (IT)
                  equipment, which includes signal-receiving, encoding and
                  decoding electronics, and headend electronic equipment
                  necessary for the reception, amplification and modulation of
                  cable television signals.
         b)       The Partnership has identified and assessed non-information
                  technology (non-IT) embedded system such as security, fire
                  prevention and climate control systems.
         c)       The Partnership is analyzing the readiness of significant
                  third party vendors and suppliers of goods and services.

The Partnership has completed the identification and assessment of year 2000
affected systems and has ranked them as critical and non-critical to the
Partnership's operations. The Partnership has enlisted the help of Cable Labs,
an industry consortium, to continue the testing of these systems. Most
significant vendors to the cable television industry as well as other cable
operators have elected to coordinate their efforts on the year 2000 issue
through Cable Labs, which will monitor the vendors' state of readiness. The
Partnership has replaced or upgraded IT equipment which it considers critical to
it's operations and is continuing to test the non-critical IT and non-IT
equipment and systems. The Partnership anticipates that the balance of the
testing, replacement and upgrades will be completed by September 1999.

THE RISK OF THE PARTNERSHIP'S YEAR 2000 ISSUE. Generally the partnership
believes that its systems will be year 2000 compliant in timely matter. Most
critical IT equipment necessary for the transmission of cable television signals
have been or will shortly be replaced or upgraded.

The Partnership believes that the area of greatest risk to its operation
surround the year 2000 issue relates to significant suppliers failing to
remediate their year 2000 issues in a timely matter. The Partnership relies on
its suppliers to deliver the programming signals and to provide customer-billing
services. Cable Labs is monitoring the level of preparedness of significant
suppliers. If a number of significant suppliers are not year 2000 compliant,
this could have a material adverse effect on the Partnership's results of
operations, financial position or cash flow.

THE PARTNERSHIP'S CONTINGENCY PLANS. The Partnership expects to have a
contingency plan completed by September 1999. To mitigate the effects of the
Partnership's significant suppliers potential failure to remediate the year 2000
issue in a timely matter, the Partnership will take appropriate actions. Such
actions may include having arrangements for alternate suppliers and using manual
intervention to insure the continuation of operations. If it becomes necessary
for the Partnership to take these corrective actions, it is uncertain whether
this would result in significant delays in business operations or have a
material adverse effect on the Partnership's results of operations, financial
position or cash flow.


                                                                   Page 21 of 34


<PAGE>



COSTS TO ADDRESS THE PARTNERSHIP'S YEAR 2000 ISSUE. As of December 31, 1998, the
Partnership has incurred approximately $200,000 in year 2000 related capital
expenditures. The Partnership anticipates the total cumulative costs for the
year 2000 compliance to reach approximately $250,000 to $300,000 in capital
expenditures. The Partnership continues to evaluate appropriate courses of
corrective action, including replacement of certain systems whose associated
costs would be recorded as assets and amortized. Accordingly, the Partnership
does not expect the amounts required to be expensed over the next two years to
have a material effect on is financial position or result of operations.

ACCOUNTING PRONOUNCEMENTS

In June 1998, Statement of Financial Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities", was issued. SFAS 133
established accounting and reporting standards for derivative instruments and
for hedging activities. SFAS 133 requires that an entity recognize all
derivatives as either assets or liabilities and measure those instruments at
fair value. SFAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. SFAS 133 cannot be applied retroactively to
financial statements of prior periods. At the current time the Company does not
utilize derivative instruments and accordingly it is anticipated that the
adoption of SFAS 133 will not have a material impact on the Company's
consolidated financial position and results of operations.

FORWARD LOOKING INFORMATION:  CERTAIN CAUTIONARY STATEMENTS

         Certain statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
Form 10-K that are not related to historical results, are forward looking
statements. Actual results may differ materially from those projected or implied
in the forward looking statements. Further, certain forward looking statements
are based upon assumptions of future events, which may not prove to be accurate.
These forward looking statements involve risks and uncertainties, including but
not limited to the Company's future cash flows, revenues, the effect of
conditions in the industry and the economy in general. Subsequent written and
oral forward looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by cautionary statements in
this paragraph and elsewhere in this Form 10-K, and in other reports filed by
the Company with the Securities and Exchange Commission.

MARKET RISK EXPOSURE

The financial position of the Partnership is subject to market risk associated
with interest rate movements on outstanding debt. The Partnership has debt
obligations with both fixed and variable terms. The carrying value of the
Partnership's variable rate debt obligations approximates fair value as the
market rate is based on prime or LIBOR. A 10 percent increase in the underlying
interest rates would result in an increase of interest expense of $180,000.


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The response to this item is submitted in a separate section of this
report on Page F-1.


                                                                   Page 22 of 34


<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The directors, executive and key officers of Helicon Corp. and Baum
Investments, Inc., the general partner of the Company, are set forth below.

<TABLE>
<CAPTION>

NAME                                  AGE      POSITION WITH BAUM INVESTMENTS AND HELICON CORP.
<S>                                   <C>      <C>                                                            
Theodore B. Baum                      64       Chairman of the Board of Directors; Chief Executive Officer;
                                               and President
Gregory A. Kriser                     48       Chief Operating Officer; Executive Vice President
Herbert J. Roberts                    44       Chief Financial Officer; Treasurer; Senior Vice President
David M. Baum                         37       Senior Vice President of Operations
Thomas Gimbel                         56       Senior Vice President of Engineering
Ruth Baum                             60       Vice President; Director
George S. Psyllos                     44       Vice President and Corporate Controller
Richard Hainbach                      46       Secretary
</TABLE>


         Mr. Baum has been Chief Executive Officer and President of Helicon
Corp. since 1974. Mr. Baum is a 35-year veteran of the cable television
industry. He is a former owner and Chief Operating Officer of Cable Information
Systems, a company engaged in the ownership and operation of cable television
systems. In June 1977, Mr. Baum founded the Company under the name Fayette
Cablevision Company.


         Mr. Kriser has been Executive Vice President and Chief Operating
Officer of Helicon Corp. since 1985. Mr. Kriser currently is a director of the
Cable Telecommunications Association and Cable in the Classroom and a member of
the National Academy of Cable Programming. Prior to joining Helicon Corp. in
January 1985, Mr. Kriser had nine years management experience in the cable
industry, including positions with UA Columbia Cablevision (1976-1977),
Teleprompter Corporation (1977), Showtime Entertainment, Inc. (1977-1979),
Satellite Vision Systems Partners (1983-1984) and United Satellite
Communications, Inc. (1984). In addition, Mr. Kriser founded his own firm, GK
Communications Corporation, a consulting firm to cable firms requiring
financial, marketing, franchising and operations planning in major markets,
which he served as President from 1979-1983.


         Mr. Roberts joined Helicon Corp. as Senior Vice President, Chief
Financial Officer and Treasurer in January 1990. Previously he was Vice
President of Prudential-Bache Capital Funding. Prior to joining Prudential-Bache
in early 1988, he worked for the CBS Television Network where he had overall
responsibility for the financial management of CBS's efforts in New Ventures
such as CBS/Blackhawk Cable Systems, SportsChannel/American Movie
Classics/Bravo, CBS CableConnects and CBS Broadcast International. Before
joining CBS in 1981, he spent five years in public accounting with Touche Ross
and Arthur Young.


                                                                   Page 23 of 34


<PAGE>


         Mr. David Baum became Senior Vice President of Operations in January
1996. Previously, Mr. Baum was the Vice President of Marketing/Programming at
Helicon Corp. since October 1989 when he rejoined the Company. In 1988, Mr. Baum
was self-employed as a real estate developer. Mr. Baum assisted in the
construction of THGLP's cable television system in southwestern Pennsylvania
between 1978 and 1981. In 1981 and 1982, he managed his own cable television
marketing company. Mr. David Baum is the son of Mr. and Mrs. Baum.


         Mr. Gimbel became the Senior Vice President of Engineering of Helicon
Corp. as of January 1, 1998. Mr. Gimbel formerly was Chief Operating Officer of
Fidelity Systems, Inc., a cable and telephone construction company. His prior
affiliations also include Vice President of Engineering at Cablevision
Industries, Inc. and Vice President, Systems Manager of Comcast Cablevision of
Philadelphia. He has been active in the Society of Cable Television Engineers
and the National Cable Television Association engineering committee. Mr. Gimbel
is a licensed professional quality engineer.

         Mrs. Ruth Baum became a director and a Vice President of Helicon Corp.
in July 1991. For more than two years prior thereto, Mrs. Baum was a passive
investor in various cable television properties. She has acted as an advisor to
Mr. Baum in connection with his varied cable interests. Mrs. Baum is the wife of
Mr. Baum and the mother of David Baum.

         Mr. George Psyllos is the Vice President and Corporate Controller of
Helicon Corp. Mr. Psyllos joined Helicon Corp. in December 1990. Prior to
joining Helicon Corp., Mr. Psyllos held various financial management positions
in Sea-Land Service Inc. (1988-1990), Purolator Courier Corp. (1980-1988), and
Price Waterhouse & Co., LLC (1977-1980). Mr. Psyllos has been a Certified Public
Account (CPA) since 1980 and is a member of the American Institute of CPA's and
the New Jersey Society of CPA's.

         Mr. Richard Hainbach became the Secretary and General Counsel of
Helicon Corp. in January 1996. Previously he was Vice President and General
Counsel of Multi-Vision Cable TV Corp. Mr. Hainbach has more than nine years of
legal experience in the cable industry. Prior to that, he was in private legal
practice in New York City.


ITEM 11.  EXECUTIVE COMPENSATION

         Compensation to the principal executive officers is paid by Helicon
Corp. from management fees paid to Helicon Corp., pursuant to the management
agreement between the Company and Helicon Corp. The executive officers of
Helicon Corp. are also executive officers of Baum Investments, Inc.




                                                                   Page 24 of 34


<PAGE>



SUMMARY COMPENSATION TABLE

          The following table summarizes the compensation paid during, 1996,
1997, and 1998 to the five highest paid executive officers of Helicon Corp.
<TABLE>
<CAPTION>

                                                                             Other Annual           All Other
NAME AND PRINCIPAL POSITION           YEAR     SALARY           BONUS        COMPENSATION        COMPENSATION
---------------------------           ----     ------           -----        ------------        ------------

<S>                                   <C>     <C>          <C>               <C>                   <C>
Theodore B. Baum                      1998    $68,400  (1)        -0-          $1,206,421  (2)        $15,480  (5)
    Chief Executive Officer;          1997     65,400  (1)  $250,000            1,053,405  (2)         15,480  (5)
President                             1996     62,700  (1)        -0-             994,770  (2)         15,555  (5)

Gregory A. Kriser                     1998    237,000             -0-              87,900  (3)            -0-
    Executive Vice President          1997    226,000             -0-              87,750  (3)            -0-
                                      1996    202,539          50,000              87,750  (3)            -0-

Herbert J. Roberts                    1998    230,500          61,000              40,985  (3)            -0-
   Senior Vice President; Chief       1997    220,500          50,000              40,785  (3)            -0-
   Financial Officer; Treasurer       1996    198,211          50,000              40,785  (3)            -0-

David M. Baum                         1998    279,167             -0-               2,720                 -0-
   Vice President                     1997    240,000          50,000  (4)          2,720                 -0-
                                      1996    204,464         150,000  (4)          1,300                 -0-

Thomas Gimbel                         1998    167,500             -0-              24,825  (3)            -0-
   Vice President                     1997    150,000             -0-              24,825  (3)            -0-
                                      1996    131,557         $30,000              24,825  (3)            -0-
</TABLE>


----------------------------------------------------------------------
1) Includes payments made by Helicon Corp. pursuant to a current employment
agreement with Mr. Baum. The employment agreement provides for annual
compensation of $68,400 with certain escalation provisions therein. Under his
employment agreement, Mr. Baum is engaged as the Chief Executive Officer of
Helicon Corp. and its affiliates. Helicon Corp. also has a consulting
arrangement with Elizabeth Baum, the daughter of Mr. and Mrs. Baum, pursuant to
which Ms. Baum was paid $75,000 for her legal services as Assistant Secretary of
Helicon Corp. Ruth Baum, Mr. Baum's wife, is employed by Helicon Corp. as its
Vice President at an annual salary of $68,400.

2) Includes $987,500, $1,045,000, and $1,200,000 of consulting fees paid in
1996, 1997, and 1998, respectively, to TR Cable Consultants, a company owned by
Theodore and Ruth Baum.

3) Includes consulting fees which have historically been paid by the Company,
pursuant to consulting agreements between the Company and the individual
consultants. Such consulting services have principally taken the form of
strategic oversight and business planning.

4) Payment of the bonus was to Cable Marketing Group, a company owned by David
M. Baum and his wife, Sande Baum. David M. Baum is the son of Theodore B. Baum.

5) Represents the premium paid by Helicon Corp. pursuant to Mr. Baum's
employment agreement, which requires Helicon Corp. to provide $3.0 million of
life insurance on Mr. Baum with the beneficiary of the policy to be designated
by Mr. Baum.


COMPENSATION OF DIRECTORS

No Director of Baum Investments, Inc., (the general partner of the Company) or
Helicon Corp. is presently compensated for any services provided as a director.


                                                                   Page 25 of 34


<PAGE>



EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

         Each of Messrs. Kriser, Roberts and Gimbel has a consulting agreement
with the Company, which is disclosed in the footnotes to the summary
compensation table. Additionally, in the event of a voluntary retirement or
withdrawal of a limited partner of Helicon Partners I, L.P. which is controlled
by a member of the management of the Company other than Theodore Baum or his
immediate family, the Company has the right, and in the event of an involuntary
retirement, the obligation, to purchase the partnership interests controlled by
such member of management. The purchase price for such interests is the fair
market value or the amount, if any, owed by such partners or their controlling
shareholders to Theodore Baum under certain promissory notes. The purchase price
is payable by delivery of the Company's subordinated note and, under certain
circumstances, also partly in cash; all as more fully set forth in the Company's
Agreement of Limited Partnership.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         For the 1996, 1997 and 1998 fiscal years, the Company had no
compensation committee. The Company is controlled by Mr. Theodore Baum; the
Chairman of the Board of Directors, Chief Executive Officer and President of
Helicon Corp. and Baum Investments; and the compensation of the Company's
executive officers are determined by Mr. Baum subject to the approval of the
boards of directors of Helicon Corp. and Baum Investments.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table set forth the number and percentage of interests in
the Company owned by the Company's management and certain beneficial owners. HPI
owns 99% of the interest in the Company. With the exception of Baum Investments,
Inc., which has both a direct and indirect ownership interests in the Company,
all beneficial ownership interests in the Company are owned indirectly through
HPI. Other than as set forth below, no person or entity beneficially owns more
than 5.0% of the limited partnership interests in the Company.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER                               TYPE OF INTEREST           OWNERSHIP
<S>                                                             <C>                         <C>
Baum Investments, Inc. (1)                                          General Partner              1.990%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
Helicon Corp. (1)                                                   Limited Partner               .594%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
Helicon Group Ltd. (1)                                              Limited Partner             61.320%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
TREDD Investors (1)                                                 Limited Partner             15.583%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
TREDD TWO (1)                                                       Limited Partner             16.721%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
Theodore B. Baum (2)                                                Limited Partner             95.208%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632

</TABLE>


                                                                   Page 26 of 34

<PAGE>


<TABLE>

<S>                                                              <C>                        <C>   
Gregory A. Kriser (3) (6)                                           Limited Partner              2.307%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
Herbert J. Roberts (4) (6)                                          Limited Partner               .990%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
Thomas Gimbel (5) (6)                                               Limited Partner               .495%
   630 Palisade Avenue
   Englewood Cliffs, New Jersey 07632
Sandler Capital Management (7)                                      Warrant Holder               8.368%
    767 Fifth Avenue
    New York, New York  10153
SunAmerica Investments, Inc. (7)                                    Warrant Holder              13.947%
   1 SunAmerica Center
   Los Angeles, California  90067
All Directors and Officers as a Group (6 persons)                                               100.00%
</TABLE>

---------------------------------------------------------------
 (1) Mr. Baum, Chief Executive Officer and President of the Company, owns all of
the outstanding stock of Baum Investments, Inc., the sole general partner of the
Company, and together with Ruth Baum, beneficially owns all of the stock of
Helicon Group Ltd. and the trust interests in TREDD Investors and TREDD TWO.
Baum Investments, Inc. also owns a 1.0% general partnership interest in HPI, and
thus owns an additional indirect .99% limited partnership interest in the
Company.

(2) Includes 1.00% general partnership interest held by Baum Investments, Inc.,
61.320% limited partnership interest held by Helicon Group Ltd., 15.583% limited
partnership interest held by TREDD Investors, 16.721% limited partnership
interests held by TREDD Two, a .594% limited partnership interest held by
Helicon Corp. and an .99% limited indirect partnership interest held by Baum
Investments, Inc.

(3)  Represents the 2.307% limited partnership interest held by GAK Cable, Inc.
     All of the outstanding shares of GAK Cable Inc. are owned by Gregory A.
     Kriser.

(4)  Represents the .990% limited partnership interest held by Roberts Cable
     Corp. All of the outstanding shares of Roberts Cable Corp. are beneficially
     owned by Herbert J. Roberts.

(5)  Represents the .495% limited partnership interest held by Gimbel Cable
     Corp. All of the outstanding shares of Gimbel Cable Corp. are owned by
     Thomas Gimbel.

(6)      Disclaims beneficial ownership.

(7)  Indirect limited partnership ownership through warrants to acquire
     interests in HPI. Disclaims beneficial ownership.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On April 8, 1996, the existing limited partners of The Helicon Group,
L.P. ("THGLP") exchanged (the "Exchange") their limited partnership interests in
THGLP for all Class A Common Limited Partnership Interests and Preferred
Partnership Interests in Helicon Partners I, L.P. ("HPI"). As a result of this
Exchange, THGLP became 99% owned by HPI (HPI now owns all of



                                                                   Page 27 of 34

<PAGE>




the limited partnership interests in THGLP and Baum Investments, Inc. continues
to be the general partner of THGLP and to own a 1.00% general partnership
interest in THGLP). The previous limited partners of the THGLP presently own
100% of the limited partnership interests of HPI, subject to dilution upon
exercise of the warrants issued in connection with the Exchange, see Footnote 14
"Other Events".

         Helicon Corp. is responsible for the day-to-day management of the
Systems pursuant to the existing management agreement with the Company, and in
such capacity has executive decision-making authority, subject to the control of
Baum Investments. Helicon Corp. is owned and controlled by Mr. Baum, the owner
of Baum Investments which is the general partner of the Company. The initial
term of the existing management agreement between the Company and Helicon Corp.
expires in November 2003 with the provision for automatic renewal in consecutive
ten-year periods unless otherwise terminated. Management fees relating to the
Systems are payable monthly in an amount equal to 5% of revenues from the
operation of the Systems subject to certain limitations.

         The office buildings in Pennsylvania and Louisiana are leased by the
Company from a Company owned by Mr. and Mrs. Baum. The Pennsylvania lease covers
approximately 10,000 square feet of space and continues through May 2013 at a
triple net rent of approximately $5,200 per month plus certain adjustments. The
Louisiana lease covers approximately 7,600 square feet of space and continues
through August 2013 at a triple net rent of approximately $2,000 per month plus
certain adjustments. The Company believes that the terms of the lease are at
least as favorable as could be obtained from third parties.

         Mr. Baum has contributed, directly or indirectly, unsecured,
non-interest bearing personal promissory notes (the "Baum Notes") in the
aggregate principal amount of $30.5 million to the capital of the Company.
Although the Baum Notes are unconditional, they do not become payable except (i)
in amounts starting at $19.5 million through December 15, 1994 and increasing
thereafter in installments to a maximum of $30.5 million on December 16, 1996
and (ii) at such time after such dates as the Company's creditors shall have
exhausted all claims against the Company's assets. Mr. Baum contributed the Baum
Notes in order to enhance the overall creditworthiness of the Company. Mr. Baum
is the beneficial owner of 96.17% of the equity interests of the Company; the
enhancement of the Company's creditworthiness confers a benefit on him.

         Pursuant to the management agreement (see Item 14.3 "Exhibits") between
Helicon Corp. and the Company, during 1996, 1997, and 1998 the Company was
charged management fees of $1.9 million, $2.1 million, and $2.5 million,
respectively. Management fees are calculated based on the gross revenues of the
Systems. Additionally, during 1996, 1997,and 1998, the Partnership was also
charged $980,000, $713,906,and $1,315,315, respectively, for certain costs
incurred by this related party on their behalf.

         TR Cable Consultants, a company owned by Theodore and Ruth Baum,
received aggregate consulting fees of $987,500 $1,045,000, and $1,200,000 from
Helicon Corp. in respect of consulting services provided by TR Cable Consultants
to Helicon Corp. for the year ended December 31, 1996, 1997 and 1998,
respectively. As executive officers of Helicon Corp., Theodore and Ruth Baum
were paid salaries by Helicon Corp. with respect to their executive officer and
administrative functions. Their compensation for non-executive officer

                                                                   Page 28 of 34


<PAGE>

and administrative functions, such as services performed with respect to the
investigation of potential acquisitions and expansion of existing Systems by the
Company and the development of marketing and financing strategies, was paid in
the form of a consulting fee to TR Cable Consultants.

         Certain members of the Company's management borrowed funds from Mr.
Baum in connection with their indirect purchase of limited partnership interests
in Helicon Partners I, L.P. See Item 11 "Executive Compensation -- Employment
Contracts, Termination of Employment and Change-in-Control Arrangements" for
disclosure regarding such arrangements.


                                                                   Page 29 of 34



<PAGE>



PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      DOCUMENTS FILED AS PART OF FORM 10-K
1.       Financial Statements

         The following information is contained in the Financial section of this
         Annual Report for the fiscal year ended December 31, 1998 (see Page F-1
         of this Report).

-        Independent Auditors' Report
         Consolidated Balance Sheets as of December 31, 1997 and 1998

-        Consolidated Statements of Operations for each of the three years ended
         December 31, 1998

-        Consolidated Statements of Changes in Partners' Deficit for each of the
         three years ended December 31, 1998

-        Consolidated Statements of Cash Flows for each of the three years ended
         December 31, 1998

-        Notes to the Consolidated Financial Statements

2.       Financial Statement Schedules

              The information called for by this item is either not applicable
              or included in the Consolidated Financial Statements or Notes
              thereto.

3.       Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION OF EXHIBIT

<S>           <C>
3.1               Certificate of Limited Partnership  of the Company filed August 10,
                  1993 (filed as Exhibit 3.1 to Registration Statement No. 33-72468
                  on Form S-4 effective February 3, 1994 and incorporated
                  herein by reference).


3.2               Agreement of Limited Partnership of the Company dated as of
                  November 3, 1993 (filed as Exhibit 3.2 to Registration
                  Statement No. 33-72468 on Form S-4 effective February 3, 1994
                  and incorporated
                  herein by reference).

3.3               Articles of Incorporation of HCC filed August 11, 1993 (filed
                  as Exhibits 3.3 to Registration Statement No. 33-72468-01 on
                  Form S-4 effective February 3, 1994 and incorporated herein by
                  reference).

3.4               Bylaws of HCC (filed as Exhibit 3.4 to Registration Statement
                  No. 33-72468-01 on Form S-4 effective February 3, 1994 and
                  incorporated herein by reference).

</TABLE>



                                                                   Page 30 of 34


<PAGE>

<TABLE>

<S>           <C>
4.1               Indenture dated as of October 15, 1993 between the Company,
                  HCC and Shawmut Bank Connecticut, National Association as
                  Trustee, relating to the 11% Series A Senior Secured Notes due
                  2003 and the 11% Series B Senior Secured Notes due 2003 of the
                  Company and HCC (containing, as exhibits, specimens of the
                  Series A Notes and the Series B Notes)(filed as Exhibit 4.1 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).

4.2               Placement Agreement dated as of October 21, 1993 relating to
                  the 11% Series A Senior Secured Notes due 2003 of the Company
                  and HCC (filed as Exhibit 4.2 to Registration Statement No.
                  33-72468 on Form S-4 effective February 3, 1994 and
                  incorporated herein by reference).

4.3               Registration Rights Agreement dated as of November 3, 1993
                  relating to the 11% Series A Senior Secured Notes due 2003 of
                  the Company and HCC (filed as Exhibit 4.3 to Registration
                  Statement No. 33-72468 on form S-4 effective February 3, 1994
                  and incorporated herein by reference).

4.4               Form of Letter of Transmittal (field as Exhibit 4.4 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).

4.5               Security Agreement dated as of November 3, 1993 relating to
                  the security interest granted in the Collateral (filed as
                  Exhibit 4.5 to Registration Statement No. 33-72468 on Form S-4
                  effective February 3, 1994 and incorporated herein by
                  reference).

4.6               Cash Collateral Account, Security Pledge and Assignment
                  Agreement dated as of November 3, 1993 relating to the deposit
                  of certain proceeds of collateral into the Account (filed as
                  Exhibit 4.6 to Registration Statement No. 33-72468 on Form S-4
                  effective February 3, 1994 and incorporated herein by
                  reference).

10.1              Limited Recourse Promissory Note in the principal amount of
                  $24,000,000 granted by Theodore B. Baum in favor of the
                  Company (filed as Exhibit 10.1 to Registration Statement No.
                  33-72468 on Form S-4 effective February 3, 1994 and
                  incorporated herein by reference).

10.2              Limited Recourse Promissory Note in the principal amount of
                  $6,500,000 granted by Theodore B. Baum in favor of Baum
                  Investments, Inc. and assigned to the Company (filed as
                  Exhibit 10.2 to Registration Statement No. 33-72468 on Form
                  S-4 effective February 3, 1994 and Incorporated herein by
                  reference).

10.3              Amended and Restated Note in the principal amount of
                  $1,390,791.52 granted by the Company in favor of Simmons
                  Communications Company, L.P. (filed as Exhibit 10.3 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).
</TABLE>

                                                                   Page 31 of 34


<PAGE>


<TABLE>

<S>           <C>
10.4              10% Subordinated Note dated August 20, 1992 in the principal
                  amount of $1,250,000 granted by Vermont Cablevision
                  Associates, L.P. in favor of Simmons Communications Company,
                  L.P. marked "Amended, Restated & Replaced 11/3/93" (filed as
                  Exhibit 10.4 to Registration Statement No. 33-72468 on Form
                  S-4 effective February 3, 1994 and incorporated herein by
                  reference).

10.5              13% Subordinated Note dated August 20, 1992 in the principal
                  amount of $2,250,000 granted by Vermont Cablevision
                  Associates, L.P. in favor of Simmons Communications Company,
                  L.P. marked "Paid 11/3/93" (filed as Exhibit 10.5 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).

10.6              Assumption and Guarantee of Non-Negotiable Subordinated Note
                  in the Original Principal Amount of $500,000 payable to Swapan
                  K. Bose (filed as Exhibit 10.5 to Registration Statement No.
                  33-72468 on Form S-4 effective February 3, 1994 and
                  incorporated herein by reference).

10.7              Amended and Restated Promissory Note in the principal amount
                  of $5,000,000 granted by the Company in favor of Theodore B.
                  Baum (filed as Exhibit 10.7 to Registration Statement No.
                  33-72468 on Form S-4 effective February 3, 1994 and
                  incorporated herein by reference).

10.8.             Management Agreement dated November 2, 1993 between the
                  Company and Helicon Corp. (filed as Exhibit 10.8 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).

10.9              Programming Supply Agreement dated November 3, 1993 between
                  the Company and Helicon Corp. (filed as Exhibit 10.9 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).

10.10             Amended and Restated Consulting Agreement dated October 1,
                  1993 among Helicon Corp., HGL, the Company and Thomas Gimbel
                  (filed as Exhibit 10.10 to Registration Statement No. 33-72468
                  on Form S-4 effective February 3, 1994 and incorporated herein
                  by reference).

10.11             Amended and Restated Consulting Agreement dated October 1,
                  1993 among Helicon Corp., HGL, the Company and Gregory A.
                  Kriser (filed as Exhibit 10.11 to Registration Statement No.
                  33-72468 on Form S-4 effective February 3, 1994 and
                  incorporated herein by reference).

10.12             Amended and Restated Consulting Agreement dated October 1,
                  1993 among Helicon Corp., HGL, the Company and Herbert Roberts
                  (filed as Exhibit 10.12 to Registration Statement No. 33-72468
                  on Form S-4 effective February 3, 1994 and incorporated herein
                  by reference).

10.13             Letter Agreement dated October 21, 1993 between the Company
                  and the Bank of New York (filed as Exhibit 10.13 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).
</TABLE>

                                                                   Page 32 of 34


<PAGE>
<TABLE>

<S>           <C>

10.14             Loan Agreement dated as of December 19, 1994 by and among the
                  Company, HCC and Fleet Bank (filed as Exhibit 10.14 to Form
                  10-K filed on April 12, 1995 and incorporated herein by
                  reference).

10.15             Security Agreement dated as of December 19, 1994 by and among
                  the Company, HCC and Fleet Bank (filed as Exhibit 10.15 to
                  Form 10-K filed on April 12, 1995 and incorporated herein by
                  reference).

10.16             Affiliate Subordination Agreement dated as of December 19,
                  1994 by and among HCC, the Company, Helicon Corp., Baum
                  Investments, Inc., Theodore B. Baum and Fleet Bank (filed as
                  Exhibit 10.16 to Form 10-K filed on April 12, 1995 and
                  incorporated herein by reference).

10.17.            Intercreditor Agreement dated as of December 19, 1994 by and
                  among the Company, HCC, Fleet Bank and Shawmut Bank
                  Connecticut, National Association (filed as Exhibit 10.17 to
                  Form 10-K filed on April 12, 1995 and incorporated herein by
                  reference).

10.18             Letter Agreement dated as of December 19, 1994 between the
                  Company and Fleet Bank (filed as Exhibit 10.18 to Form 10-K
                  filed on April 12, 1995 and incorporated herein by reference).

10.19             First Amendment to Loan Agreement dated as of February 23, 1996
                  by and among the Company, HCC and Fleet Bank.

10.20             Second Amendment to Loan Agreement dated as of June 28, 1996
                  by and among the Company, HCC and Fleet Bank.

10.21             Loan Agreement dated as of June 26, 1997 by and among the
                  Company and Banque Paribas, and The Lenders Party Thereto.
                  (Filed as an exhibit to the Company's quarterly report on Form
                  10-Q for the period ended September 30, 1997).

10.22             Subsidiary Guaranty Security Agreement dated as of June 26,
                  1997 by and among the Company, HCC and Banque Paribas. (Filed
                  as an exhibit to the Company's quarterly report on Form 10-Q
                  for the period ended September 30, 1997).

10.23             Intercreditor Agreement dated as of June 26,1997 among Banque
                  Paribas as agent under the credit agreement, Fleet National
                  Bank, HCC and the Company. (Filed as an exhibit to the
                  Company's quarterly report on Form 10-Q for the period ended
                  September 30, 1997).

12.               Statement regarding computation of earnings to fixed charges
                  ratio.

21.               List of Subsidiaries of Registrants (filed as Exhibit 21 to
                  Registration Statement No. 33-72468 on Form S-4 effective
                  February 3, 1994 and incorporated herein by reference).

27.               Financial Data Schedule.
</TABLE>


b)   CURRENT REPORTS ON FORM 8-K
                   NONE

c)   EXHIBITS (See Item 14(a)3 above)

d)       FINANCIAL STATEMENTS
                  Not applicable.

                                                                   Page 33 of 34


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrants have duly caused this Report to be signed
on their behalf by the undersigned, thereunto duly authorized.

Dated:  March 26, 1999           THE HELICON GROUP, L.P.
                                 (Registrant)

                                 By: Baum Investments, Inc., its general partner

                                 By:      /s/Theodore B. Baum
                                          (Theodore B. Baum)
                                          President

                                 By:      /s/ Herbert J. Roberts
                                          (Herbert J. Roberts)
                                          Senior Vice President
                                          (Principal Financial and Accounting
                                          Officer)

Dated: March 26, 1999           HELICON CAPITAL CORP.
                                (Registrant)

                                By:      /s/Theodore B. Baum
                                         (Theodore B. Baum)
                                         President

                                By:      /s/ Herbert J. Roberts
                                         (Herbert J. Roberts)
                                         Senior Vice President
                                         (Principal Financial and Accounting
                                         Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                                   DATE
---------                                   -----                                   ----
BAUM INVESTMENTS, INC., AS GENERAL
PARTNER OF
THE HELICON GROUP, L.P.

<S>                              <C>                                            <C>
/s/ Theodore B. Baum             President (Principal Executive                 March 26, 1999
    (Theodore B. Baum)           Officer); Director

/s/ David M. Baum                Senior Vice President;                         March 26, 1999
    (David M. Baum)              Director

HELICON CAPITAL CORP.
/s/ Theodore B. Baum             President (Principal Executive                 March 26, 1999
    (Theodore B. Baum)           Officer); Director

/s/ David M. Baum                Senior Vice President;                         March 26, 1999
    (David M. Baum)              Director
</TABLE>


                                                                   Page 34 of 34


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
         SCHEDULES COVERED BY INDEPENDENT AUDITORS' REPORT (ITEM 14(A))

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ---- 
<S>                                                                           <C>
Independent Auditors' Report                                                   F-2

Consolidated Balance Sheets as of December 31, 1997 and 1998                   F-3

Consolidated Statements of Operations for each of the three years
ended December 31, 1998                                                        F-4

Consolidated Statements of Changes in Partners'
Deficit for each of the three-years ended December 31, 1998                    F-5

Consolidated Statements of Cash Flows for each of the three years
ended December 31, 1998                                                        F-6

Notes to Consolidated Financial Statements                                     F-7
</TABLE>


All other schedules have been omitted because the required information either is
not applicable or is shown in the consolidated financial statements or notes
thereto.




                                       F-1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT





The Partners
The Helicon Group, L.P.:


We have audited the consolidated financial statements of The Helicon Group, L.P.
and wholly owned incorporated entities as listed in the accompanying index.
These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Helicon Group,
L.P. and wholly owned incorporated entities as of December 31, 1997 and 1998 and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1998 in conformity with generally
accepted accounting principles.




                                                                       KPMG LLP


March 26, 1999



                                       F-2
<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1998



<TABLE>
<CAPTION>
                                                                       DECEMBER 31, 1997            DECEMBER 31, 1998
                                                                       -----------------            -----------------
<S>                                                                         <C>                          <C>        
ASSETS (NOTES 8 AND 9)
Cash and cash equivalents (Note 2)                                           $3,693,625                   $3,200,791
Receivables from subscribers                                                    997,231                    1,078,647
Prepaid expenses and other assets                                             1,409,724                    1,607,984
Property, plant and equipment, net (Notes 3, 4, and 10)                      35,080,302                   35,913,816
Intangible assets and deferred costs, net (Notes 3 and 5)                    30,628,407                   27,705,114
Due from affiliates (Note 6)                                                    797,590                      250,174
                                                                            -----------                  -----------

TOTAL ASSETS                                                                 72,606,879                   69,756,526
                                                                            -----------                  -----------
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
     Accounts payable                                                         3,159,022                    5,144,994
     Accrued expenses                                                           760,609                      870,870
     Subscriptions received in advance                                          697,633                      397,346
     Accrued interest                                                         2,173,590                    2,163,208
     Due to principal owner (Note 7)                                          5,000,000                    5,000,000
     Senior secured notes (Note 8)                                          115,000,000                  115,000,000
     Loans payable to banks (Note 9)                                         20,276,641                   20,266,922
     Other notes payable (Note 10)                                            3,064,854                    4,607,378
     Due to affiliates, net (Note 6)                                            427,282                      442,639
                                                                            -----------                  -----------

TOTAL LIABILITIES                                                           150,559,631                  153,893,357
                                                                            -----------                  -----------

Commitments (Notes 8 and 12)

Partners' deficit: (Note 11)
     Accumulated partners' deficit                                          (77,951,752)                 (84,135,831)
     Less capital contribution receivable                                        (1,000)                      (1,000)
                                                                            -----------                  -----------
TOTAL PARTNERS' DEFICIT                                                     (77,952,752)                 (84,136,831)
                                                                            -----------                  -----------

TOTAL LIABILITIES AND PARTNERS' DEFICIT                                     $72,606,879                  $69,756,526
                                                                            -----------                  -----------
                                                                            -----------                  -----------
</TABLE>



See accompanying notes to consolidated financial statements.


                                       F-3


<PAGE>


                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998





<TABLE>
<CAPTION>
                                                              1996                1997               1998
                                                         ----------------   -----------------  -----------------
<S>                                                          <C>                 <C>                <C>        
REVENUES                                                     $38,059,737         $42,945,730        $49,656,651
                                                         ----------------   -----------------  -----------------

Operating expenses:
     Operating expenses (Note 12)                             10,213,044          12,166,203         14,783,304
     General and administrative expenses (Notes 6              6,177,970           6,619,137          8,221,563
and 12)
     Marketing expenses                                        1,149,655           1,375,475          2,082,044
     Depreciation and amortization                            10,127,200          11,203,963         12,461,729
     Management fee charged by affiliate (Note 6)              1,902,987           2,147,286          2,482,807
     Corporate and other expenses (Note 7)                       345,297             392,512            465,875
                                                         ----------------   -----------------  -----------------
              TOTAL OPERATING EXPENSES                        29,916,153          33,904,576         40,497,322
                                                         ----------------   -----------------  -----------------

OPERATING INCOME                                               8,143,584           9,041,154          9,159,329
                                                         ----------------   -----------------  -----------------

Interest expense  (Notes 7 and 10)                          (13,496,610)        (14,519,725)       (15,409,473)
Interest income                                                  210,544             121,582             66,065
                                                         ----------------   -----------------  -----------------
                                                            (13,286,066)        (14,398,143)       (15,343,408)
                                                         ----------------   -----------------  -----------------

NET LOSS                                                    ($5,142,482)        ($5,356,989)       ($6,184,079)
                                                         ----------------   -----------------  -----------------
                                                         ----------------   -----------------  -----------------
</TABLE>




See accompanying notes to consolidated financial statements.




                                       F-4



<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES
             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                  YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998


<TABLE>
<CAPTION>
                                                           PARTNERS' DEFICIT           
                                                           -----------------           CAPITAL
                                                      GENERAL           LIMITED   CONTRIBUTION
                                                      PARTNER          PARTNERS     RECEIVABLE        TOTAL
                                                      -------          --------   ------------        -----
<S>                                                <C>             <C>                 <C>         <C>          
Balance at December 31, 1995                       ($307,994)      (67,144,287)        (1,000)     ($67,453,281)

Net Loss                                              (51,425       (5,091,057)             --       (5,142,482)
                                                --------------  ----------------  -------------  ----------------

Balance at December 31, 1996                        (359,419)      (72,235,344)        (1,000)      (72,595,763)

Net loss                                             (53,570)       (5,303,419)             --       (5,356,989)
                                                --------------  ----------------  -------------  ----------------

Balance at December 31, 1997                        (412,989)      (77,538,763)        (1,000)      (77,952,752)

Net loss                                             (61,841)       (6,122,238)             --       (6,184,079)
                                                --------------  ----------------  -------------  ----------------

Balance at December 31, 1998                       ($474,830)      (83,661,001)        (1,000)     ($84,136,831)
                                                --------------  ----------------  -------------  ----------------
                                                --------------  ----------------  -------------  ----------------
</TABLE>


See accompanying notes to consolidated financial statements.









                                       F-5


<PAGE>

                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

     
<TABLE>
<CAPTION>
                                                                                1996              1997             1998
                                                                          ---------------    --------------   -------------
<S>                                                                         <C>               <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
   NET LOSS                                                                 ($5,142,482)      ($5,356,989)    ($6,184,079)
                                                                            ------------      ------------    ------------
   Adjustments to reconcile net loss to net cash provided
      by operating activities:
           Depreciation and amortization                                      10,127,200        11,203,963     $12,461,729
           Amortization of debt discount and deferred financing costs          1,778,684            60,000         120,000
           Gain on sale of equipment                                            (20,375)           (1,069)        (29,323)
           Interest on other notes payable added to principal                    168,328           185,160              --
           Change in operating assets and liabilities:
            Decrease (increase) in receivables from subscribers                  119,995         (201,663)          47,260
            Increase in prepaid expenses and other assets                      (108,888)         (449,808)       (113,398)
            Increase in financing costs incurred                                      --         (400,000)              --
            Increase in accounts payable and accrued expenses                     90,019           424,641       1,729,105
            (Decrease) increase in subscriptions received in advance            (21,560)           326,170       (401,915)
            Increase (decrease) in accrued interest                              384,954            18,064        (10,382)
                                                                          ---------------    --------------   -------------
                    Total adjustments                                         12,518,357        11,165,458     $13,803,076
                                                                          ---------------    --------------   -------------
                    Net cash provided by operating activities                  7,375,875         5,808,469      $7,618,997
                                                                          ---------------    --------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment                                (4,771,631)       (4,246,007)    $(6,426,025)
   Proceeds from sale of equipment                                                21,947            23,270         118,953
   Cash paid for net assets of cable television systems acquired                      --      (21,000,887)              --
   Cash paid for net assets of internet business acquired                       (40,000)                --              --
   Increase in intangible assets and deferred costs                              (9,556)          (99,820)        (39,721)
                                                                          ---------------    --------------   -------------
                    Net cash used in investing activities                    (4,799,240)      (25,323,444)    $(6,346,793)
                                                                          ---------------    --------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in restricted cash                                                        --         1,000,000              --
   Proceeds from bank loans                                                      400,000        20,285,000              --
   Repayment of bank loans                                                     (952,777)       (1,505,581)        $(9,719)
   Repayment of other notes payable                                            (446,808)         (768,526)       (753,905)
   Advances to affiliates                                                    (2,750,376)       (1,829,692)     (4,109,389)
   Repayments of advances to affiliates                                        2,939,699         1,276,210       3,107,975
                                                                          ---------------    --------------   -------------
                    Net cash (used in) provided by financing activities        (810,262)        18,457,411    $(1,765,038)
                                                                          ---------------    --------------   -------------
                    Net increase (decrease) in cash and cash equivalents       1,766,373       (1,057,564)      $(492,834)

Cash and cash equivalents at beginning of period                               2,984,816         4,751,189       3,693,625
                                                                          ---------------    --------------   -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $4,751,189        $3,693,625      $3,200,791
                                                                          ---------------    --------------   -------------
                                                                          ---------------    --------------   -------------
Supplemental cash flow information:
   Interest paid                                                             $11,164,645       $14,256,501     $15,299,855
                                                                          ---------------    --------------   -------------
                                                                          ---------------    --------------   -------------
   Other non-cash items:
     Acquisition of property, plant and equipment through issuance of
       other notes payable                                                      $759,612          $763,175        $773,656
                                                                          ---------------    --------------   -------------
                                                                          ---------------    --------------   -------------

     Net assets of internet business transferred to (from) affiliate through
       an intercompany loan                                                           --          $223,130    ($1,553,565)
                                                                          ---------------    --------------   -------------
                                                                          ---------------    --------------   -------------
     Investment in HPI Acquisition Co., LLC through the issuance of a
       note payable                                                               $1,000                --              --
                                                                          ---------------    --------------   -------------
                                                                          ---------------    --------------   -------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       F-6


<PAGE>




                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1996, 1997 and 1998

1.   ORGANIZATION AND NATURE OF BUSINESS

     The Helicon Group, L.P. (the "Partnership" or the "Company") was organized
     as a limited partnership on August 10, 1993 under the laws of the state of
     Delaware to consolidate the ownership interests of Helicon Group, Ltd.
     ("Helicon"), Terrebonne Cablevision, L.P., Roxboro Cablevision Associates,
     L.P. and Vermont Cablevision Associates, L.P. (collectively, the
     "Predecessor Companies") in connection with a roll-up plan completed on
     November 3, 1993 (the "roll-up"). As a result of the roll-up, the
     Partnership acquired substantially all of the operating assets and
     agreements of all the cable television systems which were previously owned
     by the Predecessor Companies and the stockholders and the partners of the
     Predecessor Companies became limited partners of the Partnership. The
     Company operates under the name of "Helicon Cable Communications". The
     general partner of the Company is Baum Investments, Inc., a Delaware
     Corporation, which is 100% owned by Mr. Theodore B. Baum. On April 8, 1996,
     the Company became 99% owned by Helicon Partners I, L.P. (HPI) and 1% owned
     by the Baum Investments, Inc., the general partner. The Company is managed
     by Helicon Corp., an affiliated management company.

     The Partnership operates in one business segment offering cable television
     services in the states of Pennsylvania, West Virginia, North Carolina,
     Louisiana, Vermont and New Hampshire. The Company also offers to customers
     advanced services, such as paging, cable modems and private data network
     systems under the name of "Helicon Network Solutions", as well as, dial up
     internet service in Pennsylvania and Vermont under the name of "Helicon
     OnLine".

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A)  PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
         of the Partnership and its wholly owned incorporated entity, Helicon
         Capital Corp. ("HCC"). HCC had nominal assets as of December 31, 1997
         and 1998 and had no operations from the date of incorporation to
         December 31, 1998. All intercompany accounts have been eliminated in
         consolidation.

     B)  PARTNERSHIP PROFITS, LOSSES AND DISTRIBUTIONS

         Under the terms of the Company's partnership agreement, profits, losses
         and distributions of the Partnership will be made to each partner
         pro-rata based on their respective partnership interest.


                                       F-7
                                                                     (Continued)

<PAGE>


                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. (CONTINUED)
      C) REVENUE RECOGNITION

         The Partnership recognizes revenues as services are provided to
         subscribers. Subscription revenues billed in advance for services are
         deferred and recorded as income in the period in which services are
         rendered.

      D) PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are carried at cost and are depreciated
         using the straight-line method over the estimated useful lives of the
         respective assets.

      E) INTANGIBLE ASSETS AND DEFERRED COSTS

         Intangible assets and deferred costs are carried at cost and are
         amortized using the straight-line method over the estimated useful
         lives of the respective assets. The Partnership periodically reviews
         the amortization periods of their intangible assets and deferred costs.
         The Partnership evaluates whether there has been a permanent impairment
         in the value of these assets by considering such factors including
         projected undiscounted cash flows, current market conditions and
         changes in the cable television industry that would impact the
         recoverability of such assets, among other things.

      F) INCOME TAXES

         No provision for Federal or state income taxes has been made in the
         accompanying consolidated financial statements since any liability for
         such income taxes is that of the Partnership's partners and not of the
         Partnership. Certain assets have a basis for income tax purposes that
         differs from the carrying value for financial reporting purposes,
         primarily due to differences in depreciation methods. As a result of
         these differences, at December 31, 1997 and 1998 the net carrying value
         of these assets for financial reporting purposes exceeded the net basis
         for income tax purposes by approximately $15,400,000 and $14,500,000,
         respectively.

      G) CASH AND CASH EQUIVALENTS

         Cash and cash equivalents, consisting of amounts on deposit in money
         market accounts, checking accounts and certificates of deposit, were
         $3,693,625 and $3,200,791 at December 31, 1997 and 1998, respectively.




                                       F-8
                                                                     (Continued)


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      H) USE OF ESTIMATES

         Management of the Company has made a number of estimates and
         assumptions relating to the reporting of assets and liabilities and the
         disclosure of contingent assets and liabilities to prepare these
         financial statements in conformity with generally accepted accounting
         principles. Actual results could differ from those estimates.

      I) DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

         CASH AND CASH EQUIVALENTS, RECEIVABLES, ACCOUNTS PAYABLE AND ACCRUED
         EXPENSES

         The carrying amounts reported in the consolidated balance sheets for
         cash and cash equivalents, current receivables, notes receivable,
         accounts payable, and accrued expenses approximate fair values.

         SENIOR SECURED NOTES AND LONG-TERM DEBT

         For the Senior Secured Notes, fair values are based on quoted market
         prices. The fair market value at December 31, 1997 and 1998 was
         approximately $123,000,000 and $120,000,000, respectively. For
         long-term debt, their values approximate carrying value due to the
         short-term maturity of the debt and/or fluctuating interest.

         COMPREHENSIVE INCOME

         On January 1, 1998, the Company adopted SFAS No. 130, REPORTING
         COMPREHENSIVE INCOME. SFAS No. 130 establishes standards for reporting
         and presentation of comprehensive income and its components in a full
         set of financial statements. Comprehensive income consists of net
         income and net unrealized gains (losses) on securities and is presented
         in the consolidated statements of stockholder's equity and
         comprehensive income. The Statement requires only additional
         disclosures in the consolidated financial statements; it does not
         affect the Company's financial position or results of operations. The
         Company has no items that qualify as comprehensive income.

3. ACQUISITIONS

         On April 8, 1996, the Company acquired a 1% interest in HPI Acquisition
         Co., LLC ("HPIAC"), a Delaware limited liability company for $1,000.
         The balance of HPIAC is owned by HPI. HPIAC was formed to acquire
         interests in cable television systems and related businesses. The
         Company's 1% interest in HPIAC's net loss to date is not material.

                                       F-9
                                                                     (Continued)


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       On January 31, 1997, the Partnership acquired a cable television system,
       serving approximately 823 subscribers in the West Virginia counties of
       Wirt and Wood. The aggregate purchase price was approximately $1,053,457
       and was allocated to the net assets acquired, which included property and
       equipment and intangible assets.

       On June 26, 1997, the Partnership acquired the net assets of a cable
       television system serving approximately 11,000 subscribers in the North
       Carolina communities of Watauga County, Blowing Rock, Beech Mountain and
       the town of Boone. The aggregate purchase price was $19,947,430 and was
       allocated to the net assets acquired using the purchase method of
       accounting and included, property, equipment and intangible assets. The
       Company utilized its available cash and the proceeds from a new credit
       facility it entered into with Banque Paribas consisting of $20,000,000
       senior secured term loan facility to complete the acquisition (see Loans
       Payable - Banks below).

       The aggregate purchase price of the 1997 acquisitions was $21,000,887 and
       was allocated to the net assets acquired based on their estimated fair
       market value as follows:


<TABLE>
                 <S>                                                             <C>    
                 Land                                                                $29,100
                 Cable television system                                           7,768,400
                 Vehicles                                                            165,000
                 Computer equipment                                                  240,000
                 Subscriber lists                                                 12,909,429
                 Organization and other costs                                        131,584
                 Other net operating items                                         (242,626)
                                                                                 -----------
                 TOTAL AGGREGATE PURCHASE PRICE                                  $21,000,887
                                                                                 -----------
                                                                                 -----------
</TABLE>

       The following unaudited pro-forma summary presents the Partnership's
       results of operations as if the North Carolina acquisition had occurred
       as of the beginning of the fiscal 1996, after giving effects to certain
       adjustments, including the depreciation and amortization of property,
       plant and equipment and intangible assets acquired and interest costs on
       the debt incurred to finance this acquisition. This pro-forma information
       has been prepared for comparative purposes only and does not purport to
       be indicative of what would have occurred had the acquisition been made
       as of that date or of the results which might occur in the future.
       Pro-forma results for other acquisitions are not included because they do
       not meet the significance test.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                                          1996              1997
                                                                          ----              ----
                 <S>                                               <C>               <C>        
                 Revenues                                          $41,735,750       $44,854,534

                 Net Loss                                           $7,467,320        $6,500,913
</TABLE>






                                      F-10
                                                                     (Continued)


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment is summarized as follows at December 31:

<TABLE>
<CAPTION>
                                                                                            ESTIMATED
                                                                                          USEFUL LIFE
                                                              1997             1998          IN YEARS
                                                              ----             ----          --------
<S>                                                   <C>              <C>                   <C>
    Land                                                   $96,689          $45,689                --
    Cable television system                             78,060,495       83,309,403           5 to 20
    Internet service equipment                                  --        2,483,602            2 to 3
    Office furniture and fixtures                          481,062          553,417          5 and 10
    Vehicles                                             2,945,543        3,599,238           3 and 5
    Building                                               510,854          591,922          5 and 10
    Building and leasehold
       Improvements                                        356,964          403,941            1 to 5
    Computers                                            1,917,681        2,394,410            3 to 5
                                                      ------------     ------------
                                                        84,369,288       93,381,622

    Less accumulated depreciation                     (49,288,986)     (57,467,806)
                                                      ------------     ------------
    TOTAL PROPERTY, PLANT AND EQUIPMENT                $35,080,302      $35,913,816
                                                      ------------     ------------
                                                      ------------     ------------
</TABLE>


5.       INTANGIBLE ASSETS AND DEFERRED COSTS
     Intangible assets and deferred costs are summarized as follows at December
31:

<TABLE>
<CAPTION>
                                                                                            ESTIMATED
                                                                                          USEFUL LIFE
                                                              1997             1998          IN YEARS
                                                              ----             ----          --------
<S>                                                    <C>              <C>                 <C>
    Covenants not-to-compete                           $13,158,422      $14,259,121                 5
    Franchise agreements                                19,650,889       19,650,889           9 to 17
    Goodwill                                             1,703,760        1,703,760         20 and 40
    Subscriber lists                                    29,525,115       30,739,066           6 to 10
    Financing costs                                      4,855,478        4,855,478           8 to 10
    Organization and other costs                         1,964,904        2,147,167           5 to 10
                                                      ------------     ------------
                                                        70,858,568       73,355,481

    Less accumulated amortization                     (40,230,161)     (45,650,367)
                                                      ------------     ------------

    TOTAL INTANGIBLE ASSETS AND DEFERRED COSTS         $30,628,407      $27,705,114
                                                      ------------     ------------
                                                      ------------     ------------
</TABLE>


                                      F-11

                                                                     (Continued)


<PAGE>


                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.   TRANSACTIONS WITH AFFILIATES
     Amounts due from/to affiliates result from management fees, expense
     allocations and temporary non-interest bearing loans. The affiliates are
     related to the Company by common-ownership.

     During 1996, 1997, and 1998 the Partnership was charged management fees of
     $1,902,987, $2,147,286, and $2,482,807, respectively. Management fees are
     calculated based on the gross revenues of the systems. Additionally, during
     1996, 1997, and 1998 the Partnership was also charged $980,000, $713,906,
     and $1,315,315, respectively, for certain costs incurred by Helicon Corp.
     on their behalf. The office buildings in Pennsylvania and Louisiana are
     leased by the Partnership from a related party at triple net rent of
     approximately $5,200 and $2,000 per month, respectively.

     In March 1996, the Company began providing dial tone internet service to
     customers in its Pennsylvania system with a purchase of 350 customers for
     $40,000. On April 1, 1997, the Company transferred the net assets of the
     telephone dial-up internet access provider business to HPI. On June 29,
     1998, the Company acquired back the assets of the telephone dial-up
     internet access provider from HOL and HPI. The transfer was recorded at the
     carrying value of those assets at the date of transfer in the amount of
     $1,553,565 as settlement of the Inter-Company loans the Company had made to
     HOL and HPI.

7.   DUE TO PRINCIPAL OWNER

     Mr. Theodore Baum, directly or indirectly, is the principal owner of 96.17%
     of the general and limited partnership interests of the Partnership (the
     "Principal Owner"). Due to Principal Owner consists of $5,000,000 at
     December 31, 1997 and 1998. The principal may only be repaid thereafter
     subject to the passage of certain limiting tests under the covenants of the
     Senior Secured Notes. Prior to the issuance of the Senior Secured Notes,
     amounts due to Principal Owner bore interest at varying rates per annum
     based on the prime rate and were due on demand. Interest expense includes
     $521,701 in 1996, $530,082 in 1997, and $524,880 in 1998 related to this
     debt.




                                      F-12
                                                                     (Continued)


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.   SENIOR SECURED NOTES

     On November 3, 1993, the Partnership and HCC (the "Issuers"), through a
     private placement offering, issued $115,000,000 aggregate principal amount
     of 11% Senior Secured Notes due 2003 (the "Senior Secured Notes"), secured
     by substantially all the assets of the Company. The Senior Secured Notes
     were issued at a substantial discount from their principal amount and
     generated net proceeds to the Issuers of approximately $105,699,000.
     Interest is payable on a semi-annual basis in arrears on November 1 and May
     1, beginning on May 1, 1994. The Senior Secured Notes bore interest at a
     rate of 9-1/2% until the Partnership's registration statement to register
     the Senior Secured Notes with the Securities and Exchange Commission became
     effective on February 3, 1994. After that date and until November 1, 1996
     the Senior Secured Notes bear interest at the rate of 9% per annum. After
     November 1, 1996, the Senior Secured Notes bear interest at the rate of 11%
     per annum. The discount on the Senior Secured Notes has been amortized over
     the term of the Senior Secured Notes so as to result in an effective
     interest rate of 11% per annum.

     The Senior Secured Notes may be redeemed at the option of the Issuers in
     whole or in part at any time on or after November 1, 1998 at the redemption
     price of 106% reducing ratably to 100% of the principal amount, in each
     case together with accrued interest to the redemption date. The Issuers are
     required to redeem $25,000,000 principal amount of the Senior Secured Notes
     on each of November 1, 2001 and November 1, 2002. The indenture under which
     the Senior Secured Notes were issued contains various restrictive
     covenants, the more significant of which are, limitations on distributions
     to partners, the incurrence or guarantee of indebtedness, the payment of
     management fees, other transactions with officers, directors and
     affiliates, and the issuance of certain types of equity interests or
     distributions relating thereto.

9.   LOANS PAYABLE - BANK

     On June 26, 1997, the Company entered into a $20,000,000 senior secured
     credit facility with Banque Paribas (the 1997 Credit Facility). On January
     5, 1999, the 1997 Credit Facility was restated and amended. The facility is
     non-amortizing and is due November 1, 2000. Borrowings under the facility
     financed the acquisition of certain cable television assets in North
     Carolina (see acquisition note above). Interest on the $20,000,000
     outstanding are payable at specified margins over either LIBOR or the rate
     of interest publicly announced in New York City by The Chase Manhattan Bank
     from time to time as its prime commercial lending rate. The margins vary
     based on the Company's total leverage ratio, as defined, at the time of an
     advance. Currently interest is payable at LIBOR plus 2.75%.




                                      F-13

                                                                     (Continued)


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The 1997 Credit Facility is secured by a first perfected security interest
     in all of the assets of the Company and a pledge of all equity interests of
     the Company. The credit agreement contains various restrictive covenants
     that include the achievement of certain financial ratios relating to
     interest, fixed charges, leverage, limitations on capital expenditures,
     incurrence or guarantee of indebtedness, transactions with affiliates,
     distributions to members and management fees which accrue at 5% of gross
     revenues.

     On June 23, 1997, the 1994 Credit Facility was repaid in full and the 1994
     Credit Facility was terminated.



















                                      F-14


                                                                     (Continued)


<PAGE>




                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.      OTHER NOTES PAYABLE

     Other Notes payable consists of the following at December 31:

<TABLE>
<CAPTION>
                                                                                  1997                     1998
                                                                                  ----                     ----
<S>                                                                             <C>                      <C>       
         Promissory note in consideration for acquisition of a cable television
         system, accruing interest at 10% per annum on principal and accrued
         interest which is added to principal on certain specified dates;
         interest became payable on January 1, 1998 and the
         principal is payable in full on August 20, 2000.                       $2,036,765               $2,036,765



         Non-interest bearing promissory notes issued in connection with the
         acquisitions of the internet businesses. Principal payments are due in
         January, February, March of each year and continue quarterly thereafter
         through June, 2001. Such notes are reported net of imputed interest of
         $146,441 computed at 9% per annum. (see Note 6).                              -0-                1,021,474




         Installment notes, collateralized by vehicles and other equipment and
         payable in monthly installments, at interest rates between 5.5% to
         14.25% per annum, through January, 2003.                                1,028,089                1,549,139
                                                                                 ---------                ---------


                                                                                $3,064,854               $4,607,378
                                                                                 ---------                ---------
                                                                                 ---------                ---------
</TABLE>







                                      F-15

                                                                     (Continued)



<PAGE>




                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.  (CONTINUED)

     Principal payments due on the above notes payable are summarized as follows
     at December 31, 1998:

<TABLE>
<CAPTION>
               YEAR ENDING DECEMBER 31                                     AMOUNT
               -----------------------                                     ------
               <S>                                                     <C>       
               1999                                                    $1,033,597
               2000                                                     3,002,082
               2001                                                       419,965
               2002                                                       136,228
               2003                                                        15,506
                                                                       ----------
                                                                       $4,607,378
                                                                       ----------
</TABLE>

11.  PARTNERS' DEFICIT

     In connection with the roll-up, the Principal Owner contributed a
     $6,500,000 unsecured, non-interest bearing personal promissory note due on
     demand to the general partner of the Partnership. Additionally, the
     Principal Owner contributed to the Partnership an unsecured, non-interest
     bearing personal promissory note in the aggregate principal amount of
     $24,000,000 (together with the $6,500,000 note, the "Baum Notes"). The Baum
     Notes have been issued for the purpose of the Partnership's credit
     enhancement. Although the Baum Notes are unconditional, they do not become
     payable except (i) in increasing amounts presently up to $19,500,000 and in
     installments thereafter to a maximum of $30,500,000 on December 16, 1996
     and (ii) at such time after such dates as the Partnership's creditors shall
     have exhausted all claims against the Partnership's assets.

     On April 8, 1996, the existing limited partners of the Company exchanged
     (the "Exchange") their limited partnership interests in the Company for all
     Class A Common Limited Partnership Interests and Preferred Partnership
     Interests in Helicon Partners I, L.P. ("HPI"). As a result of this
     Exchange, the Company became 99% owned by HPI (HPI now owns all of the
     limited partnership interests in the Company) and Baum Investments, Inc.,
     which continues to be the general partner of the Company and to own a 1.00%
     general partnership interest in the Company. The previous limited partners
     of the Company presently own 100% of the limited partner interests of HPI,
     subject to dilution upon exercise of the warrants of HPI that it issued to
     third party investors in connection with the Exchange.




                                      F-16
                                                                     (Continued)


<PAGE>



                    THE HELICON GROUP, L.P. AND WHOLLY OWNED
                              INCORPORATED ENTITIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  COMMITMENTS
     The Partnership leases telephone and utility poles on an annual basis. The
     leases are self-renewing. Pole rental expense for the years ended December
     31, 1996, 1997 and 1998 was $508,669, $543,679 and $585,896, respectively.

     In connection with certain lease and franchise agreements, the Partnership,
     from time to time, issues security bonds.

     The Partnership utilizes certain office space under operating lease
     agreements, which expire at various dates through August 2013 and contain
     renewal options. At December 31, 1998 the future minimum rental commitments
     under such leases were as follows:


<TABLE>
<CAPTION>
                  YEAR ENDING DECEMBER 31                                       AMOUNT
                  -----------------------                                       ------
                  <S>                                                         <C>     
                  1999                                                        $124,117
                  2000                                                         113,673
                  2001                                                         118,455
                  2002                                                         123,477
                  2003                                                         125,755
                  Thereafter                                                 1,110,516
                                                                            ----------
                  TOTAL                                                     $1,715,993
                                                                            ----------
</TABLE>


     Rent expense was $92,512 in 1996, $118,625 and $169,316 in 1998.

13.  SUBSEQUENT EVENTS
     On January 5, 1999, the Company entered into a $12,000,000 Senior
     Subordinated Loan Agreement with Paribas Capital Funding, LLC (the 1999
     Credit Facility). The Facility is non-amortizing and is due January 5,
     2003. Initial borrowings of $7,000,000 under this Facility financed the
     acquisition of certain cable television assets in North Carolina (see
     below).

     On February 19,1999, the Company borrowed the remainder $5,000,000
     available under the 1999 Credit Facility. Interest on the $12,000,000 is
     payable at LIBOR plus a 4.5% margin, per annum.

     On January 7, 1999, the Company acquired the cable television systems,
     serving approximately 4,350 subscribers in the North Carolina counties of
     Carter, Johnson and Unicol. The aggregate purchase price was approximately
     $5,612,389 and was allocated to the net assets acquired, which included
     property and equipment and intangible assets.

     On March 22, 1999, Helicon Partners I, L. P., Baum Investments, Inc. and
     all the holders of partnership interests in HPI entered into a purchase
     agreement by and among Charter Communications, Inc, Charter Communications,
     LLC and Charter Helicon, LLC (collectively the "Charter Entities")
     providing for the sale of all such partnership interests and Helicon
     Corp.'s interest in the management agreements with THGLP and HPI
     Acquisition Co, LLC to the "Charter Entities. The sale price is $550
     million which amount will be reduced by any outstanding indebtedness
     assumed by the Charter Entities.


                                      F-17