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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
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manager of Charter Communications Holding Company if at any time a court holds
that the holders of the Class B common stock no longer:
    
 
   
     - have the number of votes per share of Class B common stock described
       above;
    
 
   
     - have the right to elect, voting separately as a class, all but one member
       of Charter Communications, Inc.'s board of directors, except for any
       directors elected separately by the holders of preferred stock; or
    
 
   
     - have the right to vote as a separate class on matters that adversely
       affect the Class B common stock with respect to:
    
 
   
         (1) the issuance of equity securities of Charter Communications, Inc.
             other than the Class A common stock; or
    
 
   
         (2) the voting power of the Class B common stock.
    
 
   
     These provisions are contained in the limited liability company agreement
of Charter Communications Holding Company. The Class B common stock could lose
these rights if a holder of Class A common stock successfully challenges in a
court proceeding the voting rights of the Class B common stock. In any of these
circumstances, Charter Communications, Inc. would also lose its 100% voting
control of Charter Communications Holding Company as provided in Charter
Communications Holding Company's limited liability company agreement. These
provisions exist to assure Mr. Allen that he will be able to control Charter
Communications Holding Company in the event he was no longer able to control
Charter Communications, Inc. through his ownership of Class B common stock.
These events could have a material adverse impact on our business and the market
price of the Class A common stock. See "Risk Factors -- Our Structure".
    
 
     DIVIDENDS.   Holders of Class A common stock and Class B common stock will
share ratably (based on the number of shares of common stock held) in any
dividend declared by Charter Communications, Inc.'s board of directors, subject
to any preferential rights of any outstanding preferred stock. Dividends
consisting of shares of Class A common stock and Class B common stock may be
paid only as follows:
 
     - shares of Class A common stock may be paid only to holders of Class A
       common stock;
 
   
     - shares of Class B common stock may be paid only to holders of Class B
       common stock; and
    
 
   
     - the number of shares of each class of common stock payable per share of
       such class of common stock shall be equal in number.
    
 
   
     Charter Communications, Inc.'s restated certificate of incorporation
provides that Charter Communications, Inc. may not pay a stock dividend unless
the number of outstanding Charter Communications Holding Company common
membership units are adjusted accordingly. This provision is designed to
maintain the equal value between shares of common stock and membership units and
the one-to-one exchange ratio.
    
 
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