Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   218
 
               DESCRIPTION OF CAPITAL STOCK AND MEMBERSHIP UNITS
 
GENERAL
 
     Upon the completion of the offering, the capital stock of Charter
Communications, Inc. and the provisions of Charter Communications, Inc.'s
restated certificate of incorporation and bylaws will be as described below.
These summaries are qualified by reference to the restated certificate of
incorporation and the bylaws, copies of which have been filed with the
Securities and Exchange Commission as exhibits to our registration statement, of
which this prospectus forms a part.
 
     Our authorized capital stock will consist of 1.75 billion shares of Class A
common stock, par value $.001 per share, 750 million shares of Class B common
stock, par value $.001 per share, and 250 million shares of preferred stock, par
value $.001 per share.
 
   
     Charter Communications, Inc.'s restated certificate of incorporation and
Charter Communications Holding Company's limited liability company agreement
contain provisions that are designed to cause the number of shares of common
stock of Charter Communications, Inc. that are outstanding to equal the number
of common membership units of Charter Communication Holding Company owned by
Charter Communications, Inc. and to cause the value of a share of common stock
to be equal to the value of a common membership unit. These provisions are meant
to allow a holder of common stock of Charter Communications, Inc. to easily
understand the economic interest that such holder's common shares represent of
Charter Communications Holding Company's business.
    
 
     In particular, provisions in Charter Communications, Inc.'s restated
certificate of incorporation provide that:
 
     (1) at all times the number of shares of common stock of Charter
         Communications, Inc. outstanding will be equal to the number of Charter
         Communications Holding Company common membership units owned by Charter
         Communications, Inc.;
 
     (2) Charter Communications, Inc. will not hold any assets other than, among
         other allowable assets:
 
           - working capital and cash held for the payment of current
             obligations and receivables from Charter Communications Holding
             Company;
 
   
           - common membership units of Charter Communications Holding Company;
    
 
           - obligations and equity interests of Charter Communications Holding
             Company that correspond to obligations and equity interests issued
             by Charter Communications, Inc.; and
 
           - assets subject to an existing obligation to contribute such assets
             in exchange for membership units of Charter Communications Holding
             Company; and
 
     (3) Charter Communications, Inc. will not borrow any money or enter into
         any capital lease unless Charter Communications Holding Company enters
         into the
 
                                       215