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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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     - Class A common stockholders would lose any right they had at that time or
       might have had in the future to direct, through equity ownership in
       Charter Communications, Inc., the management and affairs of Charter
       Communications Holding Company; and
 
     - Charter Communications, Inc. would become strictly a passive investment
       vehicle.
 
     This result, as well as the impact of being treated by investors as an
investment company, could materially adversely impact:
 
     - the liquidity of the Class A common stock;
 
     - how it trades in the marketplace;
 
     - the price that purchasers would be willing to pay for the Class A common
       stock in a change of control transaction or otherwise; and
 
     - the market price of the Class A common stock which could experience a
       significant decline as a result.
 
Uncertainties that may arise with respect to the nature of Charter
Communications, Inc.'s management role and voting power and organizational
documents, including legal actions or proceedings relating thereto, may also
materially adversely impact the value of the Class A common stock.
 
WE ARE DEPENDENT ON CHARTER INVESTMENT, INC. FOR NECESSARY PERSONNEL AND
SERVICES.
 
   
     Charter Communications, Inc. will initially have only twelve executive
officers, all of whom are also executive officers of Charter Investment, Inc. It
will receive from Charter Investment, Inc. other personnel and services
necessary to perform its obligations as Charter Communications Holding Company's
sole manager, pursuant to a mutual services agreement. As Charter
Communications, Inc. is restricted from holding any significant assets other
than Charter Communications Holding Company membership units, Charter
Communications, Inc. will be substantially dependent upon Charter Investment,
Inc. for personnel and support services. The termination or breach by Charter
Investment, Inc. of the mutual services agreement could adversely affect our
ability to manage Charter Communications Holding Company and, in turn, our cable
systems.
    
 
THE SPECIAL TAX ALLOCATION PROVISIONS OF THE CHARTER COMMUNICATIONS HOLDING
COMPANY LIMITED LIABILITY COMPANY AGREEMENT MAY CAUSE CHARTER COMMUNICATIONS,
INC. IN SOME CIRCUMSTANCES TO PAY MORE TAXES THAN IF THE SPECIAL TAX ALLOCATION
PROVISIONS WERE NOT IN EFFECT.
 
     Charter Communications Holding Company's limited liability company
agreement provides that through the end of 2003, tax losses of Charter
Communications Holding Company that would otherwise have been allocated to
Charter Communications, Inc. based generally on its percentage of outstanding
membership units of Charter Communications Holding Company will instead be
allocated to the membership units held by Vulcan Cable III Inc. and Charter
Investment, Inc. The purpose of these special
 
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