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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
Entire Document
 
<PAGE>   639
 

 
                                   PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the expenses, other than underwriting
discounts and commissions, to be paid in connection with the sale of the Class A
common stock being registered, all of which will be paid by the Registrant. All
amounts are estimates except the registration fee, the Nasdaq National Market
listing fee and the NASD filing fee.
 

<TABLE>
<S>                                                           <C>
Registration fee............................................  $959,100
Nasdaq National Market listing fee..........................     *
NASD filing fee.............................................    30,500
Accounting fees and expenses................................     *
Legal fees and expenses.....................................     *
Blue Sky fees and expenses..................................     *
Printing and engraving expenses.............................     *
Transfer agent and registrar fees...........................     *
Miscellaneous expenses......................................     *
                                                              --------
          Total.............................................  $  *
                                                              ========
</TABLE>

 
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* To be completed by amendment.
 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
INDEMNIFICATION UNDER THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
REGISTRANT
 
     The Registrant's certificate of incorporation provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the directors' duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation law; or (iv) for any
transaction from which the director derived an improper personal benefit. The
Registrant's bylaws require the Registrant to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed proceeding by reason of the fact that he is or was a director or
officer of the Registrant, or any other person designated by the board of
directors (which may include any person serving at the request of the Registrant
as a director, officer, employee, agent, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise), in each case, against certain liabilities (including
damages, judgments, amounts paid in settlement, fines, penalties and expenses),
except where such indemnification is expressly prohibited by applicable law,
where such person has engaged in willful misconduct or recklessness or where
such indemnification has been determined to be unlawful. Such indemnification as
to expenses is mandatory to the extent the individual is successful on the
merits of the matter.
 
INDEMNIFICATION UNDER THE DELAWARE GENERAL CORPORATION LAW
 
     Section 145 of the Delaware General Corporation Law, authorizes a
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other
 
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