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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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       membership units will be determined by reference to a formula in the
       purchase agreement.
    
 
   
     - The exact number of membership units in Charter Communications Holding
       Company to be issued will be determined according to a formula which
       values Charter Communications Holding Company at the closing of the
       acquisition at $11.3 billion, increased and decreased as follows:
    
 
   
         (1) decreased by its liabilities;
    
 
   
         (2) increased by the price or value of assets acquired from related
             parties prior to completion of the acquisition; and
    
 
   
         (3) increased by the projected cash flow of assets acquired or subject
             to a definitive purchase agreement prior to completion.
    
 
   
     - If the Falcon acquisition is consummated prior to or concurrently with
       this offering, Falcon Holding has agreed to exercise its right to
       exchange the membership units immediately prior to this offering, so long
       as certain tax requirements are satisfied.
    
 
   
     The membership units in Charter Communications Holding Company issued to
Falcon Holding will be exchangeable at any time for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis. While the
terms of the Falcon acquisition documents include provisions to adjust this
exchange ratio if Charter Communications, Inc. were to hold assets not
contributed to, or incur liabilities not offset by, Charter Communications
Holding Company, provisions in Charter Communications, Inc's certificate of
incorporation and Charter Communications Holding Company's operating agreement
provide that the exchange ratio will remain fixed at one-for-one. See
"Description of Capital Stock and Membership Units -- General" for further
information.
    
 
   
     Under the terms of Falcon acquisition the holders of the Charter
Communications Holding Company membership units issued to Falcon Holding have
been granted the following additional rights:
    
 
   
     - The holders of the membership units issued in the Falcon acquisition also
       have the right to require Mr. Allen or his designee to purchase any
       membership units in Charter Communications Holding Company acquired by
       the sellers in connection with the Falcon acquisition or shares of Class
       A common stock of Charter Communications, Inc. issued in exchange for
       these membership units for a purchase price per unit or share equal to
       the aggregate value of the membership units issued at the closing of the
       Falcon acquisition divided by the number of membership units so issued,
       plus interest of 4.5% per annum accrued to date. These rights terminate
       upon the second anniversary of the closing of the acquisition, or earlier
       in specified circumstances.
    
 
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