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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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     Except for a limited number of permitted transfers under the limited
liability company agreement, no holder of membership units may transfer all or a
portion of its membership interest unless it first gives written notice of the
proposed transfer to both Charter Communications Holding Company and the holders
of the Class A common membership units. Within a specified period following
receipt of the notice, Charter Communications Holding Company may elect to
purchase from the holder all or a portion of the holder's membership units being
sold. Unless Charter Communications Holding Company elects to purchase all of
these membership units, the holders of the Class A membership units may elect to
purchase a portion of the holder's membership units being sold. If Charter
Communications Holding Company and the holders of the Class A membership units
do not agree to purchase all of the membership units being sold, the relevant
holder of membership units may transfer all of these membership units to its
proposed transferee.
 
     SPECIAL RESTRICTIONS ON PARTNERS OF FALCON HOLDING GROUP, L.P. TO TRANSFER
MEMBERSHIP UNITS.   Class D common membership units held by Falcon Holding
Group, L.P. are transferable to its partners, subject to the restrictions on
transfer described above. However, if any proposed transferee fails to agree to
be bound by the limited liability company agreement and to represent that it is
an accredited investor or if Charter Communications Holding Company reasonably
determines that the transfer to this transferee would require registration under
the Securities Act of 1933, as amended, then Charter Communications Holding
Company must purchase for cash those Class D common membership units that are
proposed to be transferred.
 
     SPECIAL REDEMPTION RIGHTS RELATING TO CLASS A PREFERRED MEMBERSHIP
UNITS.   The holders of Class A preferred membership units have the right under
a separate redemption and put agreement to cause Charter Communications Holding
Company to redeem their preferred membership units at specified redemption
prices. Charter Communications Holding Company will have the right to redeem the
Class A preferred membership units at specified redemption prices at any time
starting 30 days after the this offering.
 
     SPECIAL RIGHTS GRANTED FORMER OWNERS OF BRESNAN.   The limited liability
company agreement provides that upon the closing of the Bresnan acquisition,
Charter Communications, Inc. must:
 
     - provide the Bresnan sellers that are affiliates of Blackstone Group L.P.
       consultative rights reasonably acceptable to Charter Communications, Inc.
       so that, as long as these Bresnan sellers hold Class C common membership
       units, they may preserve their status and benefits under federal tax and
       labor laws, and
 
     - attempt, in good faith, to keep in place specified notes and credit
       facilities of a number of subsidiaries of Bresnan and substantially all
       of the security and collateral relating to these obligations, as long as
       the Bresnan sellers hold Class C common membership units. The purpose of
       this obligation is to preserve specified tax benefits for the Bresnan
       sellers that depend on these notes and credit facilities remaining
       outstanding. Any required repayments of Bresnan notes and credit
 
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