Use of Proceeds............... By Charter Communications, Inc.: To acquire
170,000,000 common membership units in Charter
Communications Holding Company at a price per
membership unit equal to the net initial public
offering price per share of Class A common
By Charter Communications Holding Company: To
partially fund, together with the proceeds from
the $750 million equity contribution from
Vulcan Cable III Inc., a number of our pending
acquisitions. See "Use of Proceeds".
Voting Rights................. Each holder of Class A common stock is entitled
to one vote per share.
Each holder of Class B common stock is entitled
to a number of votes determined by a formula
based on the number of outstanding shares of
Class B common stock and outstanding membership
units exchangeable for Class B common stock.
The result of this formula is that Mr. Allen is
entitled to ten votes for each share of Class B
common stock and each membership unit held by
him or his affiliates.
Mr. Allen will control approximately 95% of the
voting power of all of Charter Communications,
Inc.'s capital stock following the offering or
94.3% if the underwriters exercise their
over-allotment option in full.
Control by Paul G. Allen...... Mr. Allen will own all of the outstanding
shares of Charter Communications, Inc.'s Class
B common stock following the offering. By
virtue of Mr. Allen's ownership of all of
Charter Communications, Inc.'s Class B common
stock and the ownership by Mr. Allen's
affiliates of Charter Communications Holding
Company membership units, Mr. Allen will be
able to control the corporate actions of
Charter Communications, Inc., such as electing
its board of directors, amending its
certificate of incorporation and controlling
all fundamental corporate decisions.
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