Charter Communications, Inc. has applied to have the Class A common stock
included for quotation on the Nasdaq National Market under the symbol "CHTR".
In connection with the offering, the underwriters may purchase and sell
shares of Class A common stock in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a
greater number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the Class A
common stock while the offering is in progress.
The underwriters may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of such underwriter in stabilizing or short covering
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the Class A common stock. As a result, the price of
the Class A common stock may be higher than the price that otherwise might exist
in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected on the
Nasdaq National Market, in the over-the-counter market or otherwise.
The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts, will be approximately $40 million and will be paid by
Charter Communications Holding Company.
Charter Communications, Inc. and Charter Communications Holding Company
have agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
At our request, the underwriters have reserved for sale at the initial
public offering price up to 4% of the shares offered by Charter Communications,
Inc. to be sold to its directors, officers, employees, employees of the entities
operating the cable systems to be acquired in the pending acquisitions, and
associates and sellers in the pending Helicon acquisition, as described in the
following paragraph. The number of shares available for sale to the general
public will be reduced to the extent such shares are purchased. Any of these
reserved shares not so purchased will be offered by the underwriters on the same
basis as the shares offered hereby.
At our request, the underwriters will reserve up to $12 million of Class A
common stock at the initial public offering price for sale to specified sellers
of the Helicon cable systems. This would represent 666,667 shares of Class A
common stock, calculated at the mid-point of the range set forth on the cover
page of this prospectus.
A prospectus in electronic format will be made available on the web sites
maintained by one or more of the underwriters participating in this offering.