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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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        The foregoing description of the Option Plan is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Option Plan, a copy of which is filed as Exhibit 10.6 hereto and incorporated by
reference.

        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.



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