- the number of shares constituting any series or designations of such
Upon the closing of the offering, there will be no shares of preferred
stock outstanding. Charter Communications, Inc. has no present plans to issue
any shares of preferred stock.
As of June 30, 1999, options to purchase a total of 9,494,081 membership
units in Charter Communications Holding Company were outstanding pursuant to the
Charter Communications Holding Company 1999 option plan. None of these options
will vest before April 2000. In addition, 7,044,127 options to purchase
membership units in Charter Communications Holding Company were outstanding
pursuant to an employment agreement and a related agreement with Charter
Communications, Inc.'s chief executive officer. Of these options, 1,761,032
vested on December 23, 1998, with the remainder vesting at a rate of 1/36th on
the first of each month for months 13 through 48.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF CHARTER COMMUNICATIONS, INC.'S RESTATED
CERTIFICATE OF INCORPORATION AND BYLAWS
Provisions of Charter Communications, Inc.'s restated certificate of
incorporation and bylaws will be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts that might result
in a premium over the market price for the shares held by stockholders.
SPECIAL MEETING OF STOCKHOLDERS. Our bylaws provide that special meetings
of our stockholders may be called only by the chairman of our board of directors
or a majority of our board of directors.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must provide timely notice
thereof in writing. To be timely, a stockholder's notice must be delivered to or
mailed and received at our principal executive offices not less than 90 days nor
more than 120 days prior to the annual meeting; however, if less than 100 days'
notice or prior public disclosure of the date of the annual meeting is given or
made to stockholders, notice by the stockholder must be received by the close of
business on the 10th day following the date on which notice of the date of the
meeting is given to stockholders or made public, whichever occurs first. Our
bylaws also specify requirements as to the form and content of a stockholder's
notice. These provisions may preclude stockholders from bringing matters before
an annual meeting of stockholders or from making nominations for directors at an
annual meeting of stockholders.