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SEC Filings

SC 13D/A
ALLEN PAUL G filed this Form SC 13D/A on 12/20/1999
Entire Document
 
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Subject to the occurrence of certain events (such as the trading price of Class
A Common Stock trading above a certain range for a specified period of time),
the right terminates on November 12, 2001.
 
     The second of the two agreements (the "Rifkin Registration Support Put
Agreement") gives the holder the right to sell to Mr. Allen any or all shares of
its Class A Common Stock at the market price if at any time from May 12, 2000
through November 12, 2001 (or earlier under certain circumstances), the shares
are not registered under the Securities Act of 1933.
 
     The Rifkin Accretion Put Agreements apply to an aggregate of 6,946,892
shares of Class A Common Stock. The Rifkin Registration Support Put Agreements
also apply to an aggregate of 6,946,892 shares of Class A Common Stock.
 
     The foregoing description of the put rights granted to the Rifkin holders
is not, and does not purport to be, complete and is qualified in its entirety by
reference to the Forms of the Rifkin Preferred Put Agreement, Rifkin Accretion
Put Agreement and Rifkin Registration Support Put Agreement, copies of which are
filed as Exhibits 10.8, 10.9 and 10.10 hereto, respectively hereto and
incorporated in their entirety by reference.
 
     (b) Falcon.
 
     On November 12, 1999, Mr. Allen entered into an agreement with certain
holders of Class A Common Stock of the Issuer, each of whom received the Class A
Common Stock in exchange for Class D Preferred Membership Units of Charter
Holdco received upon Falcon Holding Group, L.P.'s contribution to Charter Holdco
of its interests in Falcon Communications, L.P.
 
     Each agreement gives the holder the right to sell to Mr. Allen any or all
shares of its Class A Common Stock at $26.72 per share (subject to adjustments
for stock splits, reorganizations and similar events), plus interest at a rate
of 4.5% per year, compounded annually. Subject to the occurrence of certain
events (such as the trading price of Class A Common Stock trading above a
certain range for a specified period of time), the right terminates on November
12, 2001.
 
     The foregoing put rights apply to an aggregate of 20,893,539 shares of
Class A Common Stock.
 
     The foregoing description of the put rights granted to the Falcon holders
is not, and does not purport to be, complete and is qualified in its entirety by
reference to the Form of Falcon Put Agreement, a copy of which is filed as
Exhibit 10.11 hereto and incorporated in its entirety by reference.
 
     (c) Bresnan.
 
     If Charter Holdco's acquisition of Bresnan Communications Company Limited
Partnership is consummated, Mr. Allen will enter into agreements (the "Bresnan
Put Agreement") with certain sellers contributing interests in Bresnan
Communications Company Limited Partnership to Charter Holdco. The transaction
with the Bresnan holders will not be consummated prior to February 3, 2000.
 
     Each agreement will give the holder the right to sell to Mr. Allen any or
all of its membership units or its Class A Common Stock at a price per share
(subject to adjustments for stock splits, reorganizations and similar events)
equal to the value attributable to each membership unit initially issued to the
Holder, plus interest at a rate of 4.5% per year, compounded annually. Subject
to the occurrence of certain events, the right will last for a period of sixty
days, commencing from the second anniversary of the closing of the acquisition
of Bresnan Communications Company Limited Partnership.
 
     The foregoing description of the put rights to be granted to the Bresnan
holders is not, and does not purport to be, complete and is qualified in its
entirety by reference to the Form of Bresnan Put Agreement, a copy of which is
filed as Exhibit 10.12 hereto and incorporated in its entirety by reference.
 
  Stockholders' Agreement Among Jerald L. Kent, Paul G. Allen et. al.
 
     On December 21, 1998, Mr. Allen, Mr. Kent and the other CII stockholders
entered into a Stockholders Agreement. Pursuant to the Stockholders Agreement,
Mr. Allen has a right of first refusal to purchase any CII common stock that a
party to the agreement proposes to sell to a third party (with certain estate
planning
 
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