Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
<PAGE>   165
Unit). By way of example, if after the Holder received 10,000 units of Charter
LLC at the closing of the Purchase Agreement, Charter LLC terminated a pending
acquisition and was obligated under the Purchase Agreement to issue to the
Holder an additional 2,000 units, then the Holder would own 12,000 Put Units,
each consisting of one Charter LLC unit. If each unit of Charter LLC were
subsequently exchanged for 10 shares of PublicCo common stock, then the Holder
would own 12,000 Put Units, each consisting of 10 shares of common stock. If the
Holder then transferred 30,000 shares of PublicCo common stock to a Permitted
Transferee, the Holder would then own 9,000 Put Units, each consisting of 10
shares of common stock.

         2. Put Option Rights. Charter LLC hereby grants to the Holder, subject
to the terms and conditions set forth herein, the following rights and options
(each, a "Put Option", and collectively, the "Put Options"):

            2.1 Capped Ownership Put Option.

                  2.1.1 Charter LLC to Provide Notice to Holders of Certain
Transactions. Charter LLC shall give written notice to the Holders (a) prior to
the commencement of a Public Equity Repurchase Program, and (b) no later than 15
days prior to the consummation of any proposed transaction (other than a
transaction pursuant to a Public Equity Repurchase Program) the effect of which
would reasonably be expected to cause the Put Units owned by the Holders (and
their Permitted Transferees) to represent more than 4.9% in the aggregate of all
of the common equity interests of Charter LLC (either type of transaction, a
"Proposed Transaction"). In addition, Charter LLC shall give written notice to
the Holders promptly following the termination of a Public Equity Repurchase
Program. Charter LLC shall provide the Holders with such information as is
reasonably requested by the Holders regarding the expected timing of a Proposed
Transaction and the expected effect of such Proposed Transaction on the
percentage ownership of the Holders (and their Permitted Transferees) (subject
to reasonable and customary confidentiality agreements).

                  2.1.2 With respect to any Proposed Transaction, the Holders
shall each have the right, exercisable by delivery of written notice to Charter
LLC during the Capped Ownership Put Period with respect to such Proposed
Transaction, to sell to Charter LLC or its designee, a number of such Holder's
Put Units not to exceed the amount necessary to cause the Put Units owned by the
Holders (and their Permitted Transferees) not to be more than 4.9% in the
aggregate of all of the common equity interests of Charter LLC. Notwithstanding
the foregoing, in no event shall a Holder be permitted to exercise the Capped
Ownership Put Option if PublicCo is Publicly Traded at the time the Holder
wishes to exercise such Put Option. Upon the giving of the notice of exercise
described above, Charter LLC shall be obligated to buy or to cause its designee
to buy, and the Holder shall be obligated to sell, the number of Holder's Put
Units as to which the Capped Ownership Put Option has validly been exercised, at
the price and upon the terms and conditions specified in Section 3.

            2.2 Annual Put Option. TCI Bresnan shall have the right, exercisable
by delivery of written notice to Charter LLC during any Annual Put Period, to
sell to Charter LLC or its designee, any or all of TCI Bresnan's Put Units;
provided, however, in no event 


                                      -4-