An investment in our Class A common stock entails the following risks. You
should carefully consider these risk factors, as well as the other information
in this prospectus.
MR. ALLEN HAS THE ABILITY TO CONTROL MATTERS ON WHICH ALL OF CHARTER
COMMUNICATIONS, INC.'S STOCKHOLDERS MAY VOTE AND HAS THE EXCLUSIVE RIGHT TO VOTE
ON SPECIFIC MATTERS.
Following the offering, Mr. Allen will control approximately 95% of the
voting power of Charter Communications, Inc.'s capital stock. Accordingly, Mr.
Allen will control Charter Communications, Inc. which, in turn, will control
Charter Communications Holding Company. As Class A common stockholders, you will
have only a very limited voting interest in Charter Communications, Inc. and a
limited indirect equity interest in Charter Communications Holding Company,
although Class A common stockholders will have an equity interest in Charter
Communications, Inc. of more than 99.9%. The purposes of our structure are,
among other things, to enable Mr. Allen to take advantage for tax purposes of
the losses expected to be generated by Charter Communications Holding Company
and to enable him to maintain control of our business.
Mr. Allen will have the ability to control fundamental corporate
transactions requiring equity holder approval, including, but not limited to,
the election of all of our directors, approval of merger transactions involving
us and the sale of all or substantially all of our assets. Mr. Allen's control
may continue in the future through the high vote Class B common stock even if
Mr. Allen owns a minority economic interest in our business.
As the owner of all of the Class B common stock, Mr. Allen will be entitled
to elect all but one member of Charter Communications, Inc.'s board of
directors. Because of the exclusive voting rights granted to holders of Class B
common stock for specific matters, he will have the sole power to amend a number
of important provisions of Charter Communications, Inc.'s certificate of
incorporation, including provisions restricting the scope of our business
activities. See "Description of Capital Stock and Membership Units".
MR. ALLEN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.
Mr. Allen's control over our management and affairs could create conflicts
of interest if he is faced with decisions that could have implications both for
him and for us and the holders of Class A common stock. Further, through his
effective control, Mr. Allen could cause us to enter into contracts with another
entity in which he owns an interest or cause us to decline a transaction that he
or an entity in which he owns an interest ultimately enters into.
Mr. Allen may engage in other businesses involving the operation of cable
television systems, video programming, high-speed Internet access, telephony or
electronic commerce, which is business and financial transactions conducted
through broadband interactivity and Internet services. Mr. Allen may also engage
in other businesses that