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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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       written notice of the transfer to Charter Communications Holding Company
       and the Class A common members. The notice must name the proposed
       transferee, specify the portion of the membership interest to be
       transferred and the price and terms of the proposed transferee's bona
       fide written offer.
    
 
   
     Within 20 days following receipt of the notice, Charter Communications
Holding Company shall send a written notice to the Class A members stating the
portion of the offered membership interest it wishes to purchase. Unless Charter
Communications Holding Company elects to purchase all of the offered interest,
Class A members wishing to purchase a portion of the offered interest shall give
written notice of its election to Charter Communications Holding Company within
10 days of the mailing of Charter Communications Holding Company's notice. If
Charter Communications Holding Company and the Class A members have not agreed
to purchase all of the offered interest, all of the interest may be transferred
within 90 days to the proposed transferee.
    
 
   
     The operating agreement provides for certain redemption rights affecting
the holders of Class A preferred membership units. In particular, if requested
in writing by the manager, upon a Rifkin seller's exercise of its put right with
respect to its Class A preferred membership units, Charter Investment, Inc. or
its affiliate must contribute to Charter Communications Holding Company cash in
an amount equal to the amount that Charter Communications Holding Company is
required to pay the Rifkin seller for its redeemed membership units. Charter
Investment, Inc. or its affiliate will receive additional Class A common
membership units in exchange for the preferred membership units. All common
membership units will be diluted on a proportional basis.
    
 
   
     The redemption price for the Class A preferred membership units shall be
the sum of:
    
 
   
     (1) the net values of all of the properties and cash contributed to Charter
         Communications Holding Company by the Rifkin seller and
    
 
   
     (2) an 8% per annum preferred rate applied to the amount in subparagraph 1
         beginning on September 14, 1999, and ending when (a) any membership
         unit is redeemed by Charter Communications Holding Company, (b) any
         membership unit is transferred to Charter Communications, Inc. or
         another person, or (c) liquidating distributions are made with respect
         to the membership unit.
    
 
   
     The redemption of Class A preferred membership units shall occur as of the
last day of the calendar quarter following the date of a Rifkin seller's
exercise of its put right.
    
 
   
     At any time after the earlier to occur of (1) the third anniversary of
September 14, 1999 or (2) 30 days after the date on which Charter
Communications, Inc. contributes the proceeds of the offering to Charter
Communications Holding Company and Class B common membership units are
    
 
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