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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
Entire Document
 
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Inc. of its Class A common stock, Charter Communications Holding Company and
Charter Communications, Inc. will have agreed, until all of its shares of Class
B common stock held by Mr. Allen have automatically converted into shares of
Class A common stock, not to engage in any business transaction outside the
cable transmission business. Charter Communications, Inc. will also agree with
Mr. Allen that, should we wish to pursue a business transaction outside of this
scope, we must first offer Mr. Allen the opportunity to pursue the particular
business transaction. If he decides not to do so and consents to our engaging in
the business transaction, we will be able to do so and the Charter
Communications, Inc. certificate of incorporation and Charter Communications
Holding Company's operating agreement would be amended accordingly. The cable
transmission business means the business of transmitting video, audio and data
on cable television systems owned, operated or managed by us from time to time.
As long as Mr. Allen is a director of Charter Communications, Inc., he will be
required to present to Charter Communications, Inc. any opportunity he may have
to acquire, directly or indirectly, a majority ownership interest in any cable
television system or any company whose principal business is the ownership,
operation or management of cable television systems. However, except for the
foregoing, Charter Communications Holding Company and Charter Communications,
Inc. will agree that Mr. Allen does not have an obligation to present to Charter
Communications, Inc. business opportunities in which both Mr. Allen and we might
have an interest and that he may exploit such opportunities for his own account.
The Charter Communications, Inc. certificate of incorporation and Charter
Communications Holding Company's operating agreement will contain provisions to
that effect.
    
 
ASSIGNMENTS OF ACQUISITIONS
 
     On January 1, 1999, Charter Investment entered into a membership purchase
agreement with ACEC Holding Company, LLC for the acquisition of American Cable.
On February 23, 1999, Charter Investment assigned its rights and obligations
under this agreement to one of our subsidiaries, Charter Communications
Entertainment II, LLC, effective as of March 8, 1999, or such earlier date as
mutually agreed to by the parties. The acquisition of American Cable was
completed in April 1999.
 
     On February 17, 1999, Charter Investment entered into an asset purchase
agreement with Greater Media, Inc. and Greater Media Cablevision, Inc. for the
acquisition of the Greater Media systems. On February 23, 1999, Charter
Investment assigned its rights and obligations under this agreement to one of
our subsidiaries, Charter Communications Entertainment I, LLC. The acquisition
of the Greater Media systems was completed in April 1999.
 
     On April 26, 1999, Charter Investment entered into,
 
     - a purchase and sale agreement with Rifkin Acquisition Partners, L.L.L.P.
       and the sellers listed in such purchase and sale agreement,
 
     - a purchase and sale agreement with Interlink Communications Partners,
       LLLP and the sellers listed in such purchase and sale agreement. and
 
     - an indemnity agreement with the sellers listed in such indemnity
       agreement,
 
for the acquisition of Rifkin. On June 30, 1999, Charter Investment assigned is
rights and obligations under each of these agreements to Charter Operating. Both
Charter Investment and Charter Operating remain liable to the Rifkin sellers for
the performance and fulfillment of the covenants, duties and obligations of the
buyer under these agreements.
 
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