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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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 (5) Includes $250,000 earned as a one-time bonus upon signing of an employment
     agreement.
 
   
 (6) Includes $4,000 in 401(k) plan matching contributions, $4,050 in life
     insurance premiums, $1,242 in gasoline reimbursement and $6,312 attributed
     to personal use of Charter Investment, Inc.'s airplane.
    
 
 (7) Includes $150,000 received as a one-time bonus after completion of three
     years of employment.
 
   
 (8) Includes $4,000 in 401(k) plan matching contribution, $347 in life
     insurance premiums, and $8,390,888 received in March 1999, in connection
     with a one-time change of control payment under the terms of a previous
     equity appreciation rights plan. Such payment was triggered by the
     acquisition of us by Mr. Allen on December 23, 1998, but is income for
     1999.
    
 
   
 (9) Includes $2,529 in 401(k) plan matching contribution, $807 in life
     insurance premiums, and $8,178,967 received in March 1999, in connection
     with a one-time change of control payment under the terms of a previous
     equity appreciation rights plan. Such payment was triggered by the
     acquisition of us by Mr. Allen on December 23, 1998, but is income for
     1999.
    
 
1998 OPTION GRANTS
 
     The following table shows individual grants of options made to certain
executive officers during the fiscal year ended December 31, 1998.
 
   

<TABLE>
<CAPTION>
                       NUMBER OF                                               POTENTIAL REALIZABLE VALUE AT
                       MEMBERSHIP     % OF TOTAL                                  ASSUMED ANNUAL RATES OF
                         UNITS         OPTIONS                               MEMBERSHIP UNIT PRICE APPRECIATION
                       UNDERLYING     GRANTED TO                                     FOR OPTION TERM(1)
                        OPTIONS       EMPLOYEES     EXERCISE    EXPIRATION   ----------------------------------
NAME                    GRANTED        IN 1998        PRICE        DATE            5%                10%
----                   ----------    ------------   ---------   ----------   ---------------   ----------------
<S>                    <C>           <C>            <C>         <C>          <C>               <C>
Jerald L. Kent.......   7,044,127(2)       100%      $20.00      12/22/08      $88,600,272       $224,530,486
Barry L. Babcock.....         --          --             --            --               --                 --
Howard L. Wood.......         --          --             --            --               --                 --
David G. Barford.....         --          --             --            --               --                 --
Curtis S. Shaw.......         --          --             --            --               --                 --
</TABLE>

    
 
---------------
   
(1) This column shows the hypothetical gains on the options granted based on
    assumed annual compound price appreciation of 5% and 10% over the full
    ten-year term of the options. The assumed rates of appreciation are mandated
    by the SEC and do not represent our estimate or projection of future prices.
    
 
   
(2) Options for membership units in Charter Communications Holding Company
    granted pursuant to an employment agreement and a related option agreement
    which amends the options granted under the employment agreement. The
    agreements provide that Mr. Kent receive an option to purchase 3% of the net
    equity value of all of the cable systems managed by Charter Investment, Inc.
    on the date of the grant. The option has a term of 10 years and vested one
    fourth on December 23, 1998, with the remaining portion vesting monthly at a
    rate of 1/36th on the first of each month for months 13 through 48. Upon the
    exercise of an option, each membership unit received will automatically be
    exchanged on a one-for-one basis for shares of Class A common stock.
    
 
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