Print Page  Close Window

SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
Entire Document
 
<PAGE>   185
 
     "CHANGE OF CONTROL" means the occurrence of any of the following:
 
          (1) the sale, transfer, conveyance or other disposition, other than by
     way of merger or consolidation, in one or a series of related transactions,
     of all or substantially all of the assets of Charter Holdings and its
     Subsidiaries, taken as a whole, to any "person," as such term is used in
     Section 13(d)(3) of the Exchange Act, other than Paul G. Allen or a Related
     Party of Mr. Allen;
 
          (2) the adoption of a plan relating to the liquidation or dissolution
     of Charter Holdings;
 
   
          (3) the consummation of any transaction, including, without
     limitation, any merger or consolidation, the result of which is that any
     "person," as defined above, other than Paul G. Allen and Related Parties
     and any entity formed for the purpose of owning Capital Stock of Charter
     Holdings, becomes the Beneficial Owner, directly or indirectly, of more
     than 35% of the Voting Stock of Charter Holdings, measured by voting power
     rather than number of shares, unless Paul G. Allen or a Related Party
     Beneficially Owns, directly or indirectly a greater percentage of Voting
     Stock of Charter Holdings, measured by voting power rather than the number
     of shares, than such person;
    
 
          (4) after Charter Holdings' initial public offering, the first day on
     which a majority of the members of the board of directors of Charter
     Holdings are not Continuing Directors; or
 
          (5) Charter Holdings consolidates with, or merges with or into, any
     Person, or any Person consolidates with, or merges with or into, Charter
     Holdings, in any such event pursuant to a transaction in which any of the
     outstanding Voting Stock of Charter Holdings is converted into or exchanged
     for cash, securities or other property, other than any such transaction
     where the Voting Stock of Charter Holdings outstanding immediately prior to
     such transaction is converted into or exchanged for Voting Stock, other
     than Disqualified Stock, of the surviving or transferee Person constituting
     a majority of the outstanding shares of such Voting Stock of such surviving
     or transferee Person immediately after giving effect to such issuance.
 
   
     "CONSOLIDATED EBITDA" means with respect to any Person, for any period, the
net income of such Person and its Restricted Subsidiaries for such period plus,
to the extent such amount was deducted in calculating such net income:
    
 
          (1) Consolidated Interest Expense;
 
          (2) income taxes;
 
          (3) depreciation expense;
 
          (4) amortization expense;
 
          (5) all other non-cash items, extraordinary items, nonrecurring and
     unusual items and the cumulative effects of changes in accounting
     principles reducing such net income, less all non-cash items, extraordinary
     items, nonrecurring and unusual items and cumulative effects of changes in
     accounting principles increasing such net income, all as determined on a
     consolidated basis for Charter Holdings and its Restricted Subsidiaries in
     conformity with GAAP;
 
          (6) amounts actually paid during such period pursuant to a deferred
     compensation plan; and
 
                                       182