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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
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MEMBERSHIP UNITS
 
     Charter Communications Holding Company has four separate classes of common
membership units designated Class A, Class B, Class C and Class D and one class
of preferred membership units designated Class A. Immediately following the
offering, there will be 494,955,052 Charter Communications Holding Company
common membership units issued and outstanding.
 
     - Charter Investment, Inc. will own 217,585,246 Class A common membership
       units, Vulcan Cable III Inc. will own 107,319,806 Class A common
       membership units;
 
     - Charter Communications, Inc. will own 170,050,000 Class B common
       membership units;
 
     - 135,036,045 Class A preferred membership units are owned by the sellers
       in the Rifkin transaction;
 
     - Upon the closing of the Falcon acquisition, a portion of the purchase
       price will be paid in the form of Class D common membership units,
       ranging from a minimum amount of units with an estimated value of $425
       million to a maximum with a fixed value of $550 million at the option of
       specified Falcon sellers; and
 
     - Upon the closing of the Bresnan acquisition, approximately $1.0 billion
       of the purchase price will be paid in the form of Class C common
       membership units.
 
     Subsequent to the consummation of the offering, any matter requiring a vote
of the members will require the affirmative vote of a majority of the Class B
common membership units. Charter Communications, Inc. will own all Class B
common membership units immediately after the offering and therefore will
control Charter Communications Holding Company. Because Mr. Allen owns high vote
Class B common stock of Charter Communications, Inc. that entitles him to
approximately 95% of the voting power of the outstanding common stock of Charter
Communications, Inc., Mr. Allen controls Charter Communications, Inc. and
through this company will have voting control of Charter Communications Holding
Company.
 
     The net cash proceeds that Charter Communications, Inc. receives from any
issuance of shares of common stock will be immediately transferred to Charter
Communications Holding Company in exchange for membership units equal in number
to the number of shares of common stock issued by Charter Communications, Inc.,
except as described in the next paragraph in connection with the offering or
permitted under Charter Communications, Inc.'s restated certificate of
incorporation.
 
     Concurrently with the closing of the offering, Charter Communications, Inc.
will contribute the proceeds of the offering to Charter Communications Holding
Company, less a portion that will be retained by Charter Communications, Inc. to
permit Charter Communications, Inc. to purchase the stock of Avalon Cable of
Michigan Holdings, Inc. that will be acquired in the Avalon acquisition. Charter
Communications, Inc., rather than Charter Communications Holding Company, will
purchase this stock to simplify the organizational structure of the acquired
Avalon companies without incurring tax. This
 
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