underwriters do not have any current intention to release shares of Class A
common stock or other securities subject to the lock-up.
The sellers in the Rifkin acquisition and the Bresnan acquisition who have
received or will receive Charter Communications Holding Company membership units
have agreed to similar restrictions. The Falcon sellers who are receiving
Charter Communications Holding Company membership units will not be subject to
such restrictions except for Mr. Marc Nathanson, who will execute a lock-up
agreement in his capacity as a director nominee of Charter Communications, Inc.
The membership units issued to the Falcon sellers will be exchangeable for
shares of Class A common stock. However, such shares will not be registered and
such sellers will have no right to register the stock for a period of 180 days
following the closing of the offering.
In addition, all of the shares of Class A common stock issued or issuable
as described above, except for shares issued in the offering other than to our
"affiliates", may only be sold in compliance with Rule 144 under the Securities
Act of 1933, unless registered under the Securities Act of 1933 pursuant to
demand or piggyback registration rights. Substantially all of the shares of
Class A common stock issuable upon exchange of Charter Communications Holding
Company membership units and all shares of Class A common stock issuable upon
conversion of shares of our Class B common stock will have demand and piggyback
registration rights attached to them, including those issuable to Mr. Allen
through Charter Investment, Inc. and Vulcan Cable III Inc.
The sale of a substantial number of shares of Class A common stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A common stock. In addition, any such sale or perception
could make it more difficult for us to sell equity securities or equity-related
securities in the future at a time and price that we deem appropriate.
We anticipate that a registration statement on Form S-8 covering the Class
A common stock that may be issued pursuant to the exercise of options under the
Charter Communications Holding Company 1999 option plan will be filed promptly
after completion of the offering. The shares of Class A common stock covered by
the Form S-8 registration statement generally may be resold in the public market
without restriction or limitation, except in the case of our affiliates who
generally may only resell such shares in accordance with the provisions of Rule
144 of the Securities Act of 1933, other than the holding period requirement.