-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L6IRwmjbHYx9ayIpMs07ysX36eETC+wSfhZJWakiQry8VwvAocXhz3sZELX+2ljg nw0jBAhIg4s2lWAF10ifxQ== 0001209191-06-019691.txt : 20060323 0001209191-06-019691.hdr.sgml : 20060323 20060323204323 ACCESSION NUMBER: 0001209191-06-019691 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060322 FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/ CENTRAL INDEX KEY: 0001091667 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 431857213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE STREET 2: SUITE 100 CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3145435712 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE STREET 2: SUITE 100 CITY: ST LOUIS STATE: MO ZIP: 63131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEN PAUL G CENTRAL INDEX KEY: 0000904057 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27927 FILM NUMBER: 06707308 BUSINESS ADDRESS: STREET 1: 110 110TH AVE N E STREET 2: STE 500 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 206-342-2448 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE SOUTH STREET 2: SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98104-3891 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2006-03-22 0 0001091667 CHARTER COMMUNICATIONS INC /MO/ CHTR 0000904057 ALLEN PAUL G 505 FIFTH AVE SOUTH SUITE 900 SEATTLE WA 98104 1 1 1 0 Chairman Performance Program 2006-03-22 4 S 0 1 A 2006-03-22 2009-08-01 Class A Common Stock 392980827 1 I By Corporation Vulcan, Inc., ("Vulcan") of which the Reporting Person is the sole shareholder, is party to an agreement effective March 22, 2006 pursuant to which certain of its investment managers have a right to receive from Vulcan a performance-based fee based on the performance of certain assets including the Reporting Person's interests in the Issuer's Class A Common Stock. Although this date may be earlier or later under certain circumstances pursuant to the terms of the Performance Program. Represents: (1) 29,126,463 shares of Class A Common Stock of the Issuer; (2) 50,000 shares of Class B Common Stock of the Issuer convertible at any time into Class A Common Stock of the Issuer on a 1-for-1 basis; and (3) 10,000 vested options to acquire shares of Class A Common Stock of the Issuer. Please also see Footnotes 4 and 5 for additional information. In addition to the information described in Footnote 3, this number also represents: (1) 339,132,031 Class A and C Common Membership Units of Charter Communications Holding Company, LLC ("Holdco") held by corporations controlled by the Reporting Person, which units are exchangeable at any time for Class B Common Stock of the Issuer on a 1-for-1 basis, which in turn are convertible at any time into Class A Common Stock of the Issuer on a 1-for-1 basis; and (2) the Subordinated Accreting Note (the "Note") further described in Footnote 5. In addition to the information described in Footnotes 3 and 4, this number also represents the Note acquired by a corporation that is controlled by the Reporting Person in exchange for securities of a subsidiary of the Issuer, in settlement of a dispute between the Reporting Person, corporations controlled by the Reporting Person, the Issuer and certain subsidiaries of the Issuer, (i) whose holder may exchange the then-accreted value of the Note for membership units of Holdco, which units may be further converted into Class B Common Stock of the Issuer which may further be converted into shares of Class A Common Stock of the Issuer at any time and (ii) is exchangeable at the option of Holdco for membership units after February 28, 2009 under certain circumstances and is redeemable for cash by the issuer of the Note under certain circumstances. As of December 31, 2005, the Note represented 24,662,333 shares of Class A Common Stock of the Issuer. /s/ Gregory Landis, Attorney-in-Fact for Paul G. Allen 2006-03-23 -----END PRIVACY-ENHANCED MESSAGE-----