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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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transfers excepted). Each CII stockholder, including Mr. Allen and Mr. Kent, has
the right to participate in any sale of another stockholder's common stock if
the sale would consist of at least 25% of the outstanding common stock of CII.
If Mr. Allen agrees to sell more than 50.1% of CII, Mr. Allen has the right to
compel the other CII stockholders, including Mr. Kent, to sell their CII common
shares, pro rata based on terms set forth in the Stockholders Agreement. If Mr.
Kent or another CII stockholder other than Mr. Allen dies, becomes disabled or
is terminated as an employee of CII, CII is obligated to repurchase the
stockholder's shares (and the stockholder or his estate is obligated to sell the
shares) at fair market value. CII's obligation to purchase the shares is
guaranteed by Mr. Allen. In addition, if CII engages in certain business
combinations, the CII stockholders, including Mr. Kent, have the right to compel
Mr. Allen to purchase their shares at fair market value. The Stockholders
Agreement terminates upon the effectiveness of a Registration Statement on Form
S-1, registering CII's common stock.
 
     The foregoing description of the Stockholders Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Stockholders Agreement, a copy of which is filed as Exhibit 10.13 hereto and
incorporated in its entirety by reference.
 
  Put Agreements with Jerald L. Kent, Barry L. Babcock and Howard L. Wood
 
     On November 12, 1999, Mr. Allen entered into a Put Agreement with each of
Jerald L. Kent, Barry L. Babcock and Howard L. Wood (the "Founder Put
Agreements"). Each of the Founder Put Agreements gives the holder the right to
sell his shares of common stock of CII to Mr. Allen at any time after May 12,
2000, at a price equal to the product of (a) the average trading price of a
share of Class A Common Stock of the Issuer over the thirty-day period preceding
the exercise of the put option, and (b) a fraction, the numerator of which is
the total number of membership units held by CII and the denominator of which is
the total number of outstanding shares of CII. The purchase price is subject to
adjustment in certain events (for example, if CII owns assets other than its
interest in Charter Holdco). The put agreement will terminate if Mr. Allen no
longer has voting control of CII (or sooner in certain circumstances).
 
     The foregoing description of the Founder Put Agreements is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
form of Founder Put Agreement, a copy of which is filed as Exhibit 10.14 hereto
and incorporated in its entirety by reference.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
 
Exhibits
 

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10.1*  Credit Agreement, dated as of September 17, 1999, by and
       among PGA Credit II LLC, Paul G. Allen, Commerzbank AG, and
       the other parties set forth therein (a request for
       confidential treatment has been filed with the Securities
       and Exchange Commission for certain portions that have been
       omitted from this filing).
10.2*  Credit Agreement, dated as of September 20, 1999, by and
       among Paul G. Allen and Citibank, N.A (a request for
       confidential treatment has been filed with the Securities
       and Exchange Commission for certain portions that have been
       omitted from this filing).
10.3   Customer Agreement, between Alex. Brown & Sons Incorporated
       (now BT Alex. Brown Incorporated and Paul G. Allen
       (incorporated by reference to Exhibit (b)(1) to the Schedule
       14D-1 and Schedule 13D filed by Vulcan Ventures Incorporated
       on March 19, 1999).
10.4   Form of Exchange Agreement, dated as of             , 1999,
       by and among Charter Communications, Inc., Charter
       Investment, Inc. Vulcan Cable III Inc. and Paul G. Allen
       (incorporated by reference to Exhibit 10.13 to the
       Registration Statement on Form S-1 filed by Charter
       Communications, Inc. on October 18, 1999).
10.5   Nonqualified Membership Interest Option Agreement between
       Jerald L. Kent and Charter Communications Holdings, LLC,
       dated February 9, 1999 (incorporated by reference to
       Amendment No. 6 to the Registration Statement on Form S-4 of
       Charter Communications Holdings, LLC and Charter
       Communications Capital Corporation filed on August 27,
       1999).
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