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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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         same arrangements with Charter Communications, Inc. so that Charter
         Communications, Inc.'s liability flows through to Charter
         Communications Holding Company.
 
     Provisions in Charter Communications Holding Company's limited liability
company agreement provide that upon the contribution by Charter Communications,
Inc. of assets acquired through the issuance of common stock by Charter
Communications, Inc., Charter Communications Holding Company will issue to
Charter Communications, Inc. an equal number of common membership units as
Charter Communications, Inc. issued shares of common stock. In the event of the
contribution by Charter Communications, Inc. of assets acquired through the
issuance of indebtedness or preferred interests of Charter Communications, Inc.,
Charter Communications Holding Company will issue to Charter Communications,
Inc. a corresponding obligation to allow Charter Communications, Inc. to pass
through to Charter Communications Holding Company these liabilities or preferred
interests.
 
COMMON STOCK
 
     As of the completion of the offering, there will be 170,000,000 shares of
Class A common stock issued and outstanding and 50,000 shares of Class B common
stock issued and outstanding. If, as described below, all shares of Class B
common stock convert to shares of Class A common stock as a result of
dispositions by Mr. Allen and his affiliates, the holders of Class A common
stock will be entitled to elect all members of the board of directors, other
than any members elected separately by the holders of any preferred shares.
 
     VOTING RIGHTS.   The holders of Class A common stock and Class B common
stock generally have identical rights, except:
 
     - each Class A common stockholder is entitled to one vote per share; and
 
     - each Class B common stockholder is entitled to a number of votes based on
       the number of outstanding Class B common stock and membership units
       exchangeable for Class B common stock. For example, Mr. Allen will be
       entitled to ten votes for each share of Class B common stock held by him
       or his affiliates and ten votes for each membership unit held by him or
       his affiliates; and
 
     - the Class B common stockholders have the sole power to vote to amend or
       repeal the provisions of Charter Communications, Inc.'s restated
       certificate of incorporation relating to:
 
         (1) the activities in which Charter Communications, Inc. may engage;
 
         (2) the required ratio of outstanding shares of common stock to
             outstanding membership units owned by Charter Communications, Inc.;
             and
 
         (3) the restrictions on the assets and liabilities that Charter
             Communications, Inc. may hold.
 
     The effect of the provisions described in the final bullet point is that
holders of Class A common stock will have no right to vote on these matters.
These provisions
 
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