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SEC Filings

SC 13D/A
ALLEN PAUL G filed this Form SC 13D/A on 12/20/1999
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  Registration Rights Agreement with CII, Vulcan and Mr. Allen
 
     On November 12, 1999, Mr. Allen, CII, Vulcan, Mr. Kent and the other
shareholders of CII entered into a Registration Rights Agreement (the
"Registration Rights Agreement"), which gives Mr. Allen, Vulcan and CII the
right to cause the Issuer to register the shares of Class A Common Stock issued
to them upon conversion of any shares of Class B Common Stock that they may
hold. The Registration Rights Agreement also gives Mr. Kent the right to cause
the Issuer to register the shares of Class A Common Stock issuable to him upon
exchange of membership units of Charter Holdco.
 
     The Registration Rights Agreement provides that Mr. Allen, Mr. Kent and
Vulcan are entitled to unlimited "piggyback" registration rights permitting them
to include their shares of Class A Common Stock in registration statements that
the Issuer files from time to time. These holders may also exercise their demand
rights, causing the Issuer, subject to specified limitations, to register their
Class A Common Stock, provided that the amount of shares subject to each demand
has a market value at least equal to $50 million (or, if the holders
participating in the offering own less than $50 million in the aggregate, then
the market value of all of their Class A Common Stock).
 
     Holders may elect to have their shares registered pursuant to a shelf
registration statement provided that at the time of the election, the Issuer is
eligible to file a registration statement on Form S-3 and the amount of shares
to be registered has a market value equal to at least $100.0 million on the date
of the election.
 
     Mr. Allen also has the right to cause the Issuer to file a shelf
registration statement in connection with the resale of shares of Class A Common
Stock then held by or issuable to specified sellers who have acquired or will
acquire Class A Common Stock or membership units of Charter Holdco in exchange
for their contribution of interests in Rifkin Acquisition Partners, L.L.L.P.,
InterLink Communications Partners, LLLP, Falcon Communications, L.P. and Bresnan
Communications Company Limited Partnership and who have the right to cause Mr.
Allen to purchase the equity interests issued to them as a result of the
acquisitions of these entities.
 
     The foregoing description of the Registration Rights Agreement is not, and
does not purport to be, complete and is qualified in its entirety by reference
to the Registration Rights Agreement, a form of which is filed as Exhibit 10.6
hereto and incorporated in its entirety by reference.
 
  Put Agreements with Rifkin, Falcon and Bresnan Sellers
 
     Mr. Allen has entered into agreements with certain sellers who have
acquired Class A Common Stock or membership units of Charter Holdco in exchange
for their contribution of interests in Rifkin Acquisition Partners, L.L.L.P.,
InterLink Communications Partners, LLLP and Falcon Communications, L.P.
 
     (a) Rifkin/InterLink.
 
     On September 14, 1999, Mr. Allen and Charter Holdco entered into agreements
(the "Rifkin Preferred Put Agreement") with the following holders of Class A
Preferred Membership Units of Charter Holdco, each of whom received the
preferred membership units in exchange for their contribution of interests in
Rifkin Acquisition Partners, L.L.L.P. and/or InterLink Communications Partners,
LLLP to Charter Holdco.: Charles R. Morris, III, CRM II Limited Partnership,
LLLP and Morris Children Trust. The agreements with these holders permit them to
compel Charter Holdco to redeem their Class A Preferred Membership Units at any
time before September 14, 2004 at the accreted value of the units. Mr. Allen has
guaranteed the redemption obligation of Charter Holdco.
 
     On November 12, 1999, Mr. Allen entered into two agreements with certain
recipients of Class A Preferred Units of Charter Holdco, each of whom received
the Class A Common Stock in exchange for Class A Preferred Membership Units of
Charter Holdco received upon their contribution to Charter Holdco of interests
in Rifkin Acquisition Partners, L.L.L.P. and/or InterLink Communications
Partners, LLLP.
 
     The first of the two agreements (the "Rifkin Accretion Put Agreement")
gives the holder the right to sell to Mr. Allen any or all shares of its Class A
Common Stock at $19 per share (subject to adjustments for stock splits,
reorganizations and similar events), plus interest at a rate of 4.5% per year,
compounded annually.

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