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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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     whole, to any "person," as such term is used in Section 13(d)(3) of the
     Exchange Act, other than the Principal or a Related Party of the Principal;
    
 
   
          (2) the adoption of a plan relating to the liquidation or dissolution
     of Charter Holdings;
    
 
   
          (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 Charter
     Holdings, becomes the Beneficial Owner, directly or indirectly, of more
     than 35% of the Voting Stock of Charter Holdings, 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 Charter Holdings, measured by voting power rather than the number
     of shares, than such person;
    
 
   
          (4) after Charter Holdings' initial public offering, the first day on
     which a majority of the members of the Board of Directors of Charter
     Holdings are not Continuing Directors; or
    
 
   
          (5) Charter Holdings consolidates with, or merges with or into, any
     Person, or any Person consolidates with, or merges with or into, Charter
     Holdings, in any such event pursuant to a transaction in which any of the
     outstanding Voting Stock of Charter Holdings is converted into or exchanged
     for cash, securities or other property, other than any such transaction
     where the Voting Stock of Charter Holdings 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 Charter Holdings and its Restricted Subsidiaries in
     conformity with GAAP;
    
 
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