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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
 
<PAGE>   737
 
   
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful; provided, however, that the Delaware General Corporation
Law permits indemnification only for expenses (including attorneys' fees) in
connection with an action or suit by or in the right of the corporation, and, in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, such indemnification is permitted only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper. To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by such person in connection therewith.
    
 
INDEMNIFICATION UNDER THE LIMITED LIABILITY COMPANY AGREEMENT OF CHARTER
COMMUNICATIONS HOLDING COMPANY
 
   
     The Charter Communications Holding Company limited liability company
agreement will provide that, to the extent permitted by applicable law, it will
indemnify its directors, officers, members, manager and the officers, directors,
agents, shareholders, members, partners affiliates of its members and its
manager for specified losses. The losses are specified as any loss, damage or
claim incurred as a result of any act or omission performed or omitted in good
faith on behalf of, or in connection with the business and affairs of, Charter
Communications Holding Company. This act or omission must be performed by the
indemnified party with valid authority. No indemnification will be provided with
respect to any losses incurred as a result of fraud, deceit, reckless, or
intentional misconduct, gross negligence, or a knowing violation of law. Payment
of these indemnification obligations shall be made from the assets of Charter
Communications Holding Company and the members shall not be personally liable to
an indemnifiable person or required to make a capital contribution for payment
of indemnification.
    
 

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.
 
   
     The Registrant has not issued any common stock prior to the offering.
Concurrently with the consummation of the offering to which this registration
statement relates, Paul G. Allen will purchase a total of 50,000 shares of Class
B common stock for an aggregate purchase price of $900,000. The offering and
sale of the shares of common stock will not be registered under the Securities
Act of 1933 because the offering and sales will be made in reliance on the
exemption provided by Section 4(2) of the Securities Act of 1933 and Rule 506
thereunder for transactions by an issuer not involving a public offering.
    
 
   
     On September 22, 1999, Charter Communications Holding Company issued 39.8
million membership units to Vulcan Cable III Inc., in consideration of the
contribution by Vulcan Cable III Inc. of approximately $644.3 million in cash
and approximately $180.7 million in equity interests in Rifkin. This acquisition
was undertaken as a private placement.
    
 
     In September 1999, Charter Communications Operating, LLC, our affiliate,
acquired Rifkin Acquisition Partners L.L.L.P. and InterLink Communications
Partners, LLLP. In exchange for a portion of the equity of these entities,
Charter Communications Holding Company, LLC issued 133,312,118 of its Class A
preferred membership units to 27 individuals and entities. The Charter
Communications Holding Company preferred membership units are exchangeable at
the consummation of this offering for shares of our Class A common stock. As a
condition of receiving the preferred membership units, each of the Rifkin
sellers was required to provide representations and warranties designed to
establish that the offers and sales were valid private placements under Section
4(2) of the Securities Act of 1933. Among other representations and warranties,
each Rifkin seller receiving equity was required to represent and warrant
 
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