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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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services. We may not be able to obtain such authorizations in a timely manner,
if at all, and conditions could be imposed upon such licenses or authorizations
that may not be favorable to us. Furthermore, telecommunications companies,
including Internet protocol telephony companies, generally are subject to
significant regulation as well as higher fees for pole attachments. In
particular, cable operators who provide telecommunications services and cannot
reach agreement with local utilities over pole attachment rates in states that
do not regulate pole attachment rates will be subject to a methodology
prescribed by the Federal Communications Commission for determining the rates.
These rates may be higher than those paid by cable operators who do not provide
telecommunications services. The rate increases are to be phased in over a
five-year period beginning on February 8, 2001. If we become subject to
telecommunications regulation or higher pole attachment rates, we may incur
additional costs which may be material to our business.
 
                         RISKS RELATED TO THE OFFERING
 
RISKS OF EXTREME VOLATILITY OF MARKET PRICE OF CLASS A COMMON STOCK.
 
     The initial public offering price that we determine, with the assistance of
the underwriters, may have no relation to the price at which the Class A common
stock trades after completion of the offering. Among the factors considered in
determining the initial public offering price will be our prospects and those of
the cable industry in general, as well as the revenues, earnings and other
financial and operating information and the market prices of securities of
companies engaged in activities similar to ours. The market price of the Class A
common stock may be extremely volatile for many reasons, including:
 
     - actual or anticipated variations in our revenues and operating results;
 
     - a public market for the Class A common stock may not develop;
 
     - announcements of the development of improved or competitive technologies;
 
     - the use of new products or promotions by us or our competitors;
 
     - the offer and sale by us in the future of additional shares of Class A
       common stock or other securities;
 
     - changes in financial forecasts by securities analysts;
 
     - new conditions or trends in the cable industry; and
 
     - market conditions.
 
THE MARKET PRICE FOR OUR CLASS A COMMON STOCK COULD BE ADVERSELY AFFECTED BY THE
LARGE NUMBER OF ADDITIONAL SHARES ELIGIBLE FOR ISSUANCE IN THE FUTURE.
 
     Immediately following the offering,        shares of Class A common stock
will be issued and outstanding. An additional        shares of Class A common
stock will be issuable upon the exchange of membership units in Charter Holdco
not owned by us and the conversion of shares of outstanding Class B common stock
and Class B common stock issuable in exchange for Charter Holdco membership
units. Some of these exchangeable membership units will be issued in connection
with the Rifkin, Falcon and Bresnan acquisitions. For the purposes of
calculating the number of shares eligible for sale in the future, we have
assumed that, in each instance, the relevant sellers will elect to receive the
maximum number of exchangeable membership units that they are entitled to
receive. Substantially all of the shares of Class A common stock issuable upon
exchange of Charter Holdco membership units and all shares of Class A common
stock issuable upon conversion of shares of our Class B common stock will have
"demand" and "piggyback" registration rights attached to them, including those
issuable to Mr. Allen through
 
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