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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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      not through insurance) without regard to any waiting period or any
      condition or exclusion based on any pre-existing conditions, medical
      history, claims experience, evidence of insurability, or genetic factors.
      After the Closing, R&A Management, LLC and its Affiliates will continue to
      provide continuation coverage under Section 4980B of the Code to
      "qualified beneficiaries" who had "qualifying events" (as such terms are
      defined in Section 4980B of the Code) on or before the Closing Date.

            (b) As soon as reasonably practicable following the Closing Date, an
      amount in cash equal to the aggregate value of the account balances in the
      Company's 401(k) Plan attributable to Continuing Employees, which account
      balances shall include any employer matching contributions in respect of
      employee contributions made prior to the Closing Date and shall be valued,
      to the extent administratively feasible, so as to include earnings and
      losses to a date not more than thirty (30) days prior to the date of
      transfer, will be transferred to the Charter Communications, Inc. 401(k)
      Plan (the "Charter Plan"), along with corresponding liabilities to Persons
      entitled to payment of benefits pursuant to the terms of Company's 401(k)
      Plan; provided, however, that Buyer shall have no obligation to cause the
      Charter Plan to accept such a transfer if such a transfer (i) would
      violate Section 414(l) of the Code, (ii) could not be accomplished unless
      the Charter Plan were amended to provide any form of benefit distribution
      not available as of the Closing Date under the Charter Plan, or (iii)
      would not be commercially reasonable or administratively practicable.
      After the aforesaid transfer of account balances, the payment of benefits
      under Charter Plan for Continuing Employees shall be the sole
      responsibility of Buyer or any Affiliate thereof, and Buyer acknowledges
      and warrants to the Company that neither it nor any Affiliate thereof
      shall have any responsibility or obligation whatsoever therefor.

            (c) As soon as reasonably practicable following the later of the
      Closing Date or the date of the receipt by the Rifkin & Associates, Inc.
      Et Al Defined Contribution Transfer Plan (the "Rifkin Transfer Plan") of a
      favorable determination letter from the Internal Revenue Service, Charter
      shall establish a plan similar to the Rifkin Transfer Plan (the "Charter
      Transfer Plan"), and an amount in cash equal to the aggregate value of the
      account balances in the Rifkin Transfer Plan attributable to Continuing
      Employees, which account balances shall be valued, to the extent
      administratively feasible, so as to include earnings and losses to a date
      not more than thirty (30) days prior to the date of transfer, will be
      transferred to the Charter Transfer Plan, along with corresponding
      liabilities to Persons entitled to payment of benefits pursuant to the
      terms of the Rifkin Transfer Plan. After the aforesaid transfer of account
      balances, the payment of benefits under the Charter Transfer Plan for
      Continuing Employees shall be the sole responsibility of Buyer or any
      Affiliate thereof, and Buyer acknowledges and warrants to the Company that
      neither it nor any Affiliate thereof shall have any responsibility or
      obligation whatsoever therefor.


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