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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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membership units to shares of common stock will be one to one because we have
structured Charter Communications, Inc. and Charter Communications Holding
Company so that the fair market value of a share of the Class A common stock
will equal the fair market value of a common membership unit.
    
 
   
     Our organizational documents achieve this result by:
    
 
   
     - limiting the assets and liabilities that Charter Communications, Inc. may
       hold; and
    
 
   
     - requiring the number of shares of Charter Communications, Inc. common
       stock outstanding at any time to equal the number of common membership
       units owned by Charter Communications, Inc.
    
 
   
     If we fail to comply with these provisions or they are changed, the
exchange ratio may vary from one to one and will then be based on a
pre-determined formula contained in the exchange agreements, Mr. Kent's option
agreement and the Charter Communications Holding Company 1999 option plan. This
formula will be based on the then current relative fair market values of common
membership units and common stock.
    
 
   
SPECIAL TAX ALLOCATION PROVISIONS
    
 
   
     OVERVIEW.   Charter Communications Holding Company's limited liability
company agreement contains a number of provisions affecting allocation of tax
losses and tax profits to its members. In some situations, these provisions
could result in Charter Communications, Inc. having to pay income taxes in an
amount that is more than it would have had to pay if these provisions did not
exist. The purpose of these provisions is to allow Mr. Allen to take advantage
for tax purposes of the losses expected to be generated by Charter
Communications Holding Company. We do not expect that these special tax
allocation provisions will materially affect our results of operations or
financial condition.
    
 
   
     SPECIAL LOSS ALLOCATION PROVISIONS.   The limited liability company
agreement provides that, through the end of 2003, tax losses of Charter
Communications Holding Company that would otherwise have been allocated to
Charter Communications, Inc. based generally on its percentage of outstanding
membership units will be allocated instead to the membership units held by
Vulcan Cable III Inc. and Charter Investment, Inc. We expect that the effect of
these special loss allocation provisions will be that Mr. Allen, through his
investment in Vulcan Cable III Inc. and Charter Investment, Inc., will receive
tax savings.
    
 
   
     Except as we describe below, the special loss allocation provisions should
not adversely affect Charter Communications, Inc. or its shareholders. This is
because Charter Communications, Inc. would not be in a position to benefit from
tax losses until Charter Communications Holding Company generates allocable tax
profits, and we do not expect Charter Communications Holding Company to generate
tax profits for the foreseeable future.
    
 
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