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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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<PAGE>   129
 
1999 OPTION GRANTS
 
     The following table shows individual grants of options made to certain
executive officers during 1999, as of June 30, 1999. All such grants were made
under the option plan.
 

<TABLE>
<CAPTION>
                            NUMBER OF                                 AGGREGATE VALUE OF OPTIONS TO HOLDER IF
                            MEMBERSHIP                                     CHARTER COMMUNICATIONS, INC.'S
                            INTERESTS                                     COMMON STOCK PRICE PER SHARE AT
                            UNDERLYING                                          SOME FUTURE DATE IS:
                             OPTIONS        EXERCISE     EXPIRATION   ----------------------------------------
NAME                         GRANTED          PRICE         DATE        $22.00        $26.00         $30.00
----                      --------------   -----------   ----------   ----------   ------------   ------------
<S>                       <C>              <C>           <C>          <C>          <C>            <C>
Jerald L. Kent..........            --           --             --           --             --             --
Barry L. Babcock........      65,000         $20.00         2/9/09     $130,000     $  390,000     $  650,000
Howard L. Wood..........      65,000         $20.00         2/9/09     $130,000     $  390,000     $  650,000
David G. Barford........     200,000         $20.00         2/9/09     $400,000     $1,200,000     $2,000,000
Curtis S. Shaw..........     200,000         $20.00         2/9/09     $400,000     $1,200,000     $2,000,000
</TABLE>

 
OPTION PLAN
 
     Charter Holdings adopted a plan on February 9, 1999, which was assumed by
Charter Communications Holding Company on May 25, 1999, providing for the grant
of options to purchase up to 25,009,798 membership interests in Charter
Communications Holding Company, which is equal to 10% of the aggregate equity
value of the subsidiaries of Charter Communications Holding Company as of
February 9, 1999, the date of adoption of the plan. The plan provides for grants
of options to employees and consultants of Charter Communications Holding
Company and its affiliates. The plan is intended to promote the long-term
financial interest of Charter Communications Holding Company and its affiliates
by encouraging eligible individuals to acquire an ownership position in Charter
Communications Holding Company and its affiliates and providing incentives for
performance. As of June 30, 1999, there were a total of 9,494,081 options
granted under the plan. Of those, 9,050,881 options were granted on February 9,
1999 with an exercise price of $20.00 and 443,200 options were granted on April
5, 1999 with an exercise price of $20.73. One-fourth of the options granted on
February 9, 1999 vest on April 3, 2000 and the remainder vest 1/45 on each
monthly anniversary following April 3, 2000. One-fourth of the options granted
on April 5, 1999 vest on the 15 month anniversary from April 5, 1999, with the
remainder vesting 1/45 on each monthly anniversary for 45 months following the
15 month anniversary. The options expire after ten years from the date of grant.
Under the terms of the plan, following the consummation of the initial public
offering of Charter Communications, Inc., each membership unit held as a result
of exercise of options will be exchanged automatically for shares of Class A
common stock of Charter Communications, Inc. on a one-for-one basis.
 
     Any unvested options issued under the plan vest immediately upon a change
of control of Charter Communications Holding Company. Options will not vest upon
a change of control, however, to the extent that any such acceleration of
vesting would result in the disallowance of specified tax deductions that would
otherwise be available to Charter Communications Holding Company or any of its
affiliates or to the extent that any optionee would be liable for any excise tax
under a specified section of the tax code. In the plan, a change of control
includes:
 
          (1) a sale of more than 49.9% of the outstanding membership interests
     in the Charter Communications Holding Company, except where Mr. Allen and
     his affiliates retain effective voting control of Charter Communications
     Holding Company;
 
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