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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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        In addition, the matters set forth in Item 6 are incorporated in this
Item 4 by reference as if fully set forth herein.

        Except as set forth in this Item, Vulcan, CII and Mr. Allen have no
present plan or proposal that relates to or would result in (i) the acquisition
of additional securities or the disposition of securities of the Issuer by any
person, (ii) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of assets
involving the Issuer or any of its subsidiaries, (iii) any change in the
Issuer's present Board of Directors or management, (iv) any material change in
the Issuer's present capitalization or dividend policy or any other material
change in the Issuer's business or corporate structure, (v) any change in the
Issuer's charter or by-laws or other actions that may impede the acquisition of
control of the Issuer by any person, (vi) any change that would result in any
class of the Issuer's equity securities becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or to cease to be authorized to be quoted in Nasdaq, or (vii)
any similar action. However, Vulcan, CII and Mr. Allen reserve the right to
formulate plans or proposals specified in clauses (i) through (vii) hereof.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

        (a)     Mr. Allen beneficially owns 324,320,544 shares of Class A Common
Stock of the Issuer, which consists of (a) 50,000 shares of Class B Common Stock
of the Issuer held directly by Mr. Allen, (b) 106,685,298 Class A Common
Membership Units of Charter Holdco held by Vulcan and (c) 217,585,246 Class A
Common Membership Units of Charter Holdco held by CII. Each of Vulcan and CII
has an exchange option with the Issuer giving it the right, at any time, to
exchange its Class A Common Membership Units (the "Class B Common Stock
Equivalents") for shares of Class B Common Stock of the Issuer on a one-for-one
basis. Class B Common Stock of the Issuer is convertible at any time into Class
A Common Stock of the Issuer on a one-for-one basis.

        Each share of Class B Common Stock of the Issuer has the right to a
number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the
total number of shares of Class B Common Stock outstanding, and (2) the
aggregate number of Class B Common Stock Equivalents, and dividing the product
by the total number of shares of Class B Common Stock outstanding. The Class B
Common Stock is identical to the Class A Common Stock except that the Class A
Common Stock is entitled to one vote per share and is not convertible into any
other security.

        Mr. Allen's beneficial ownership represents approximately 59.4% of the
shares of the Issuer's outstanding Class A Common Stock assuming conversion of
all Class B Common Stock and Class B Common Stock Equivalents and approximately
93.6% of the voting power of the Issuer's outstanding Class A Common Stock
assuming no conversion of the Class B Common Stock and the Class B Common Stock
Equivalents.

        Jerald L. Kent, President, Chief Executive Officer and a Director of
CII, beneficially owns 5,266,032 shares of Class A Common Stock, which consists
of (a) 3,500,000 membership units of Charter Holdco attributable to him because
of his equity interest in CII, (b) 1,761,032 shares of Class A Common Stock of
the Issuer issuable upon the exchange of 



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