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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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                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 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 



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