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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as defined above), other than the Principal and Related Parties
     and any entity formed for the purpose of owning Capital Stock of the
     Company, becomes the Beneficial Owner, directly or indirectly, of more than
     35% of the Voting Stock of the Company, measured by voting power rather
     than number of shares, unless the Principal or a Related Party Beneficially
     Owns, directly or indirectly a greater percentage of Voting Stock of the
     Company, measured by voting power rather than the number of shares, than
     such person;
 
          (4) after the Company's initial public offering, the first day on
     which a majority of the members of the Board of Directors of the Company
     are not Continuing Directors; or
 
          (5) the Company consolidates with, or merges with or into, any Person,
     or any Person consolidates with, or merges with or into, the Company, in
     any such event pursuant to a transaction in which any of the outstanding
     Voting Stock of the Company is converted into or exchanged for cash,
     securities or other property, other than any such transaction where the
     Voting Stock of the Company outstanding immediately prior to such
     transaction is converted into or exchanged for Voting Stock (other than
     Disqualified Stock) of the surviving or transferee Person constituting a
     majority of the outstanding shares of such Voting Stock of such surviving
     or transferee Person immediately after giving effect to such issuance.
 
     "CHARTER CAPITAL" means Charter Communications Holdings Capital
Corporation, a Delaware corporation.
 
     "CHARTER HOLDINGS" means Charter Communications Holdings, LLC, a Delaware
limited liability company.
 
     "COMPANY PREFERRED STOCK" means the 10% cumulative convertible redeemable
preferred stock of the Company with an aggregate liquidation value of $25
million.
 
     "CONSOLIDATED EBITDA" means with respect to any Person, for any period, the
net income of such Person and its Restricted Subsidiaries for such period plus,
to the extent such amount was deducted in calculating such net income:
 
          (1) Consolidated Interest Expense;
 
          (2) income taxes;
 
          (3) depreciation expense;
 
          (4) amortization expense;
 
          (5) all other non-cash items, extraordinary items, nonrecurring and
     unusual items and the cumulative effects of changes in accounting
     principles reducing such net income, less all non-cash items, extraordinary
     items, nonrecurring and unusual items and cumulative effects of changes in
     accounting principles increasing such net income, all as determined on a
     consolidated basis for the Company and its Restricted Subsidiaries in
     conformity with GAAP;
 
          (6) amounts actually paid during such period pursuant to a deferred
     compensation plan; and
 
          (7) for purposes of the covenant "-- Incurrence of Indebtedness and
     Issuance of Preferred Stock" only, Management Fees;
 
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